Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the Stockholders. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. Commencing immediately after the date of Closing (a) Right to Include Common Stock and Common Stock Equivalents. If as defined in the Investor Agreement), if the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock a Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)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, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will at each such time as soon as practicable the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 Holder received by the Company no later than twenty (20) days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any date of the Company's obligations under Section 4.1 or any other provision of this Agreement)notice, the Company mayshall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, at its electionin the written opinion of the managing underwriter or underwriters (or, give written notice of such determination to the Stockholders and (A) in the case of a determination not non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to registerbe 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 affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be relieved reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the obligation number of securities intended to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right be offered by Holders than the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case fraction of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of similar reductions imposed on such other securities. No registration effected under this Section 4.2(a) shall relieve Persons other than the Company over the amount of any obligation securities they intended to effect a registration upon a Common Stock Request under Section 4.1(a)offer.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6), proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms X-0, it will X-0 or another form not available for registering the Registrable Securities for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Registrable Securities (including, solely for purpose of this Section 5, the Founder) of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 thirty (30) days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Registrable Securities, the Company will use all its reasonable best efforts to effect 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 under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which 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 has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same classtherein, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the case account of any registration pursuant to Section 4.1(a), such determination shall not violate any person other than the Company or requesting holders of Registrable Securities. Notwithstanding the Company's obligations under Section 4.1 or any other provision of this Agreement)foregoing, the Company may, at its election, give written notice of such determination may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the Stockholders and (A) in the case holders of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)Registrable Securities.

Incidental Registration. (a) Right From the date hereof and until the end of the Earn Out Period, with respect to Include 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 and Common Stock Equivalents. If (assuming conversion of the Company Preferred Stock), and subject to Section 5.6, if at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any the Company determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities Act (except registrations on such form(s) solely for the registration of Company Common Stock (other than a registration statement on a Form S-4 or Common Stock Equivalents S-8 or filed in connection with any employee benefit plan or dividend reinvestment plan an exchange offer, an offering of securities solely to the Company’s existing stockholders, or a merger 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 consolidation)on behalf of selling holders of its securities for the general registration of Company Common Stock to be sold for cash, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will the Company shall each such time as soon as practicable promptly give the Stockholders’ Representative written notice of its intention such determination setting forth the date on which the Company proposes to do file 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 to all long as LLC Stockholder owns more than 1% of outstanding Company Common Stock (assuming conversion of the StockholdersCompany Preferred Stock). Upon the written request (which request shall specify of a Stockholder received by the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 Company no later than 15 business days after the receipt date of any such the Company’s notice (15 days if to the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)Stockholders’ Representative, the Company will shall use all reasonable efforts to effect the registration cause to be registered under the Securities Act all of all Common the Registrable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company that each such Stockholder has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)registered.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms X-0, it will X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Restricted Stock, the Company will use all its reasonable best efforts to effect cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Restricted Stock so registered. In the Company has been so requested to register for sale in the manner initially proposed by the Company; provided event that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination shall not violate any the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) if such registration is a primary registration on behalf of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such determination to the Stockholders and (Aoffering) register in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudicei) first, howeverthe Company securities which the Company proposes to sell in such registration, (ii) second, the Restricted Stock held by Investor Stockholders which they propose to any right sell in such registration on a pro rata basis based upon the Requesting Stockholder may have number of shares of Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to request sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration be effected as (i) first, the Restricted Stock held by Investor Stockholders which they propose to sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders, (ii) second, the Restricted Stock held by ITI and Casty which they propose to sell in such registration under Section 4.1(a)) on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (Biii) third, the securities held by other parties eligible for inclusion in such registration on a pro rata basis based upon the case amount of a determination securities held by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to delay registeringin this Section 5, shall be permitted without thereby incurring any liability to delay registering any Common the holders of Restricted Stock or Common Stock Equivalents of a Stockholder other than for the same period as the delay payment of Registration Expenses in registration of such other securities. No registration effected under this accordance with Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)8.

Incidental Registration. (a) Right to Include Common Stock and Common Stock EquivalentsRIGHT TO INCLUDE COMMON STOCK AND COMMON STOCK EQUIVALENTS. If the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger business combination transaction, recapitalization or consolidationexchange offer), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersStockholders and their Permitted Transferees. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderStockholder or Permitted Transferee) of any Stockholder or Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders and their Permitted Transferees which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and their Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder or Permitted Transferee for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms S-4, it will X-0 xx another form not available for registering the Restricted Stock for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Restricted Stock, the Company will use all its reasonable best efforts to effect cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Restricted Stock so registered. In the Company has been so requested to register for sale in the manner initially proposed by the Company; provided event that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination shall not violate any the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) if such registration is a primary registration on behalf of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such determination to the Stockholders and (Aoffering) register in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudicei) first, howeverthe Company securities which the Company proposes to sell in such registration, (ii) second, the Restricted Stock held by Investor Stockholders which they propose to any right sell in such registration on a pro rata basis based upon the Requesting Stockholder may have number of shares of Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to request sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter believes that such registration securities can be effected as a registration under Section 4.1(a)) and (B) sold in such offering without having an adverse effect upon the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration marketing of such other securities. No offering) register in such registration effected under this Section 4.2(a(i) shall relieve first, the Company of any obligation to effect a registration upon a Common Restricted Stock Request under Section 4.1(a).held by Investor Stockholders which

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If Commencing December 30, 1999, if the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock a Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)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, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will at each such time as soon as practicable the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than forty (40) days from the date of such notice, and advising each Holder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 Holder received by the Company no later than twenty (20) days after the receipt date of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)Company's notice, the Company will shall use all reasonable its best efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed cause to be registered by under the Company, Common 1933 Act all of the Registrable Stock Equivalents) by the Stockholders which the Company that each such Holder has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Companyregistered. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of In any registration pursuant to this Section 4.1(a4, the Company shall include in such registration, (a) first, the securities the Company proposes to sell (if the Company is filing such registration statement on its own behalf) or the securities of the selling securityholders of the Company who have demanded such registration, (b) second, the securities the Company proposes to sell (if the Company is filing such registration statement on behalf of selling securityholders of the Company) or the securities of other securityholders of the Company who have demand registration rights, including the Holders who have not as of such time exercised their demand rights as set forth in Section 2 above (if the Company is filing such registration statement on its own behalf), such determination shall not violate (c) third, the securities of securityholders of the Company who have incidental registration rights, including any of the Company's obligations under Registrable Stock requested to be registered pursuant to this Section 4.1 or any 4, and (d) fourth, other provision securities of this Agreement), the Company mayrequested to be registered. Notwithstanding the foregoing, at its electionif, give in the written notice opinion of such determination to the Stockholders and managing underwriter or underwriters (A) or, in the case of a determination not non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of securities to registerbe registered pursuant to subsection (b) of this Section 4, 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 affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be relieved reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the obligation number of securities intended to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right be offered by Holders than the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case fraction of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of similar reductions imposed on such other securities. No registration effected under this Section 4.2(a) shall relieve Persons other than the Company over the amount of any obligation securities they intended to effect a registration upon a Common Stock Request under Section 4.1(a)offer.

Incidental Registration. (a) Right to Include RIGHT TO INCLUDE COMMON STOCK. So long as any Investor Stockholder and its Permitted Transferees beneficially own a number of shares of Common Stock and equal to at least ten percent (10%) of the number of shares of Common Stock Equivalents. If beneficially owned by it on the Closing Date, if the Company at any time after the IPO Date, when a Shelf Registration Statement covering all shares of Common Stock subject to registration hereunder is not effective, proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for other than a registration of Common Stock or Common Stock Equivalents filed by the Company in connection with any employee benefit plan or dividend reinvestment plan the IPO or a merger registration on Form S-4 or consolidationS-8, or any successor form or other form promulgated for similar purposes), including registrations pursuant to Section 4.1(a2.1(a) or 2.1(b), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersInvestor Stockholders and Permitted Transferees which notice, in any event, shall be given at least 30 days prior to such proposed registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderInvestor Stockholder and Permitted Transferee) of any Investor Stockholder and Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice notice, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 or any successor form and (ii) such shorter period of time is required because of a planned filing date), the Company will use all its reasonable best efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders such Investor Stockholder and Permitted Transferee which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that . Prior to the effective date of the registration statement filed in connection with such registration, promptly following receipt of notification by the Company from the underwriter (if an underwritten offering) of a range of prices at which such securities are likely to be sold, the Company shall not so advise each Investor Stockholder of such price, and if such price is below the minimum price which shall be obliged acceptable to register any such Investor Stockholder, such Investor Stockholder shall then have the right irrevocably to withdraw its request to have its Common Stock Equivalents which are not included in such registration statement, by delivery of written notice of such withdrawal to the same classCompany within three Business Days of its being advised of such price, series and form without prejudice to the rights of any such holder to include Common Stock in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1 hereof, as the Common Stock Equivalents proposed to be registered by the Companycase may be. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, must give written notice of such determination to the Investor Stockholders and Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) 2.1 and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a any Investor Stockholder and Permitted Transferee for the same period as the delay in registration of such other securities. No Except as otherwise expressly provided in Section 2.1, no registration effected under this Section 4.2(a2.2(a) shall relieve the Company of any obligation to effect a registration upon a under Section 2.1. Subject to Section 2.2(b), if any registration was initiated by the Company for its own account and involves an underwritten offering, each Requesting Stockholder shall sell its Common Stock Request under Section 4.1(a)on the same terms and conditions as those that apply to the Company.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time after twelve (12) months after the date of this Agreement (other than pursuant to Section 5) 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 shareholders or both (except with respect to registration statements on Form X- 0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to have any of its shares of Registered Stock registered (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the shares of Restricted Stock as to which registration shall have been so requested to be included in the shares 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 shares of Restricted Stock so registered. The Company shall be entitled to include shares of Common Stock (or Common Stock Equivalents, including for its own account in any registration statement referred to in this Section 6, for sale in accordance with the method of distribution specified by the requesting holder of Restricted Securities, if such registration statement is being filed at the request of such holder. In the event that any registration effected pursuant to this Section 6 shall involve, in whole or in part, a firm commitment underwritten public offering of Common Stock, the number of shares of Restricted Stock Equivalents pursuant to be included in such an underwriting may be reduced if and to the exercise extent that the managing underwriter shall be of rights under Section 4.2(b)) under the Securities Act (except registrations on opinion that such form(s) solely for registration inclusion would materially and adversely affect the distribution of Common Stock or Common Stock Equivalents the securities to be sold by the Company therein. In the event of such reduction, the Company shall include in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation)such registration, including registrations pursuant first, the shares to Section 4.1(a), whether or not be registered by the Company for sale for its own account; second, it will each such time as soon as practicable give written notice the shares of its intention restricted stock proposed to do so to be sold by a holder who requested the registration, if the registration is filed at the request of a holder; and, third, the shares of all other holders (or if the Stockholders. Upon registration is not filed at the written request (which request shall specify of a holder, all holders), including the total Holders, pro rata in accordance with the aggregate number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents restricted stock (or, if Common Stock Equivalents are in the case of the Holders, shares of Restricted Stock) proposed to be registered by them. Notwithstanding the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)foregoing provisions, the Company may, at its election, give written notice of such determination may withdraw any registration statement referred to in this Section 6 without thereby incurring any liability to the Stockholders and (A) in the case holders of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)Restricted Stock.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If Following the Initial Public Offering, if the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) Company Securities under the Securities Act (except registrations other than a registration (A) on such form(sForm S-8 or S-4 or any successor or similar forms, (B) solely for registration of relating to Common Stock issuable upon exercise of employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan (C) in connection with a direct or a merger or consolidation), including registrations pursuant to Section 4.1(aindirect acquisition by the Company of another company), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 4.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each DLJMB Entity, each Other Stockholder and each Mezzanine Holder, which notice shall set forth such Stockholder's rights under this Section 4.02 and shall offer such Stockholders the Stockholdersopportunity to include in such registration statement such number of shares of Registrable Stock as each such Stockholder may request (an "INCIDENTAL REGISTRATION"). Notwithstanding anything to the contrary contained in this Agreement, the Senior Management Stockholders shall not have any rights under this Section 4.02 until after the completion of the First DLJMB Demand. Upon the written request of any such Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Registrable Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable its best efforts to effect the registration under the Securities Act of all Common Registrable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale by such Stockholders, to the extent requisite to permit the disposition of the Registrable Stock so to be registered; PROVIDED that (I) if such registration involves a Public Offering, all such Stockholders requesting to be included in the manner initially proposed by Company's registration must sell their Registrable Stock to the Company; underwriters selected as provided that in Section 4.04(f) on the same terms and conditions as apply to the Company and (II) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 4.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)stock, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerand, thereupon, shall be relieved of the its obligation to register such Common any Registrable Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to rights of any right the Requesting DLJMB Entity, Other Stockholder may have to request that such registration be effected as a registration or DLJIP Entity under Section 4.1(a4.01)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) 4.02 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 4.01. The Company will pay all Registration Expenses in connection with each registration upon a Common of Registrable Stock Request under requested pursuant to this Section 4.1(a)4.02.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms S-4, it will X-0 xx another form not available for registering the Restricted Stock for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Restricted Stock, the Company will use all its reasonable best efforts to effect cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Restricted Stock so registered. In the Company has been so requested to register for sale in the manner initially proposed by the Company; provided event that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination shall not violate any the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) if such registration is a primary registration on behalf of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such determination to the Stockholders and (Aoffering) register in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudicei) first, howeverthe Company securities which the Company proposes to sell in such registration, (ii) second, the Restricted Stock held by Investor Stockholders which they propose to any right sell in such registration on a pro rata basis based upon the Requesting Stockholder may have number of shares of Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to request sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter believes that such registration securities can be effected as a registration under Section 4.1(a)) and (B) sold in such offering without having an adverse effect upon the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration marketing of such other securities. No offering) register in such registration effected under this Section 4.2(a(i) shall relieve first, the Company Restricted Stock held by Investor Stockholders which they propose to sell in such registration on a pro rata basis based upon the number of any obligation to effect a registration upon a Common shares of Restricted Stock Request under Section 4.1(a).owned by such holders, (ii) second, the Restricted Stock held by ITI and Casty

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company ---------------------------------------------------------- Parent at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan plans, or dividend reinvestment plan or a merger business combination transaction, recapitalization or consolidationexchange offer), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersStockholders and their Permitted Transferees. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderStockholder or Permitted Transferee) of any Stockholder or Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company Parent gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company Parent will use all reasonable efforts to effect include in such registration all the registration under the Securities Act shares of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the CompanyParent, Common Stock Equivalents) by the Stockholders and their Permitted Transferees which the Company Parent has been so requested to register for sale in the manner initially proposed by the CompanyParent; provided that the Company Parent shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the CompanyParent. If the Company Parent thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the CompanyParent's obligations under Section 4.1 or any other provision of this Agreement), the Company Parent may, at its election, give written notice of such determination to the Stockholders and their Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder or Permitted Transferee for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company Parent of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms X-0, it will X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Restricted Stock, the Company will use all its reasonable best efforts to effect cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Restricted Stock so registered. In the Company has been so requested to register for sale in the manner initially proposed by the Company; provided event that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination shall not violate any the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) if such registration is a primary registration on behalf of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such determination to the Stockholders and (Aoffering) register in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudicei) first, however----- the Company securities which the Company proposes to sell in such registration, (ii) second, the Restricted Stock held by Investor Stockholders which they ------ propose to sell in such registration on a pro rata basis based upon the number --- ---- of shares of Restricted Stock owned by such holders, (iii) third, Restricted ----- Stock held by ITI and Casty and any right other holders of Restricted Stock which they propose to sell in such registration on a pro rata basis based upon the Requesting Stockholder may have number --- ---- of shares of Restricted Stock owned by such holders and (iv) fourth, securities ------ held by other parties eligible for inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such --- --- registration is a secondary registration, the Company shall (to request the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration be effected as (i) first, the Restricted Stock held by Investor ----- Stockholders which they propose to sell in such registration on a pro rata basis --- ---- based upon the number of shares of Restricted Stock owned by such holders, (ii) second, the Restricted Stock held by ITI and Casty and any other holders of ------ Restricted Stock which they propose to sell in such registration under Section 4.1(a)) on a pro rata --- ---- basis based upon the number of shares of Restricted Stock owned by such holders and (Biii) third, the securities held by other parties eligible for inclusion in ----- such registration on a pro rata basis based upon the case amount of a determination securities held --- ---- by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to delay registeringin this Section 5, shall be permitted without thereby incurring any liability to delay registering any Common the holders of Restricted Stock or Common Stock Equivalents of a Stockholder other than for the same period as the delay payment of Registration Expenses in registration of such other securities. No registration effected under this accordance with Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)8.

Incidental Registration. (a) Right Subject to Include Common Stock and Common Stock Equivalents. If the Company Section 4.06, if at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any the Company determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)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, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will the Company shall each such time as soon as practicable promptly give each Stockholder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 60 days from the date of such notice, and advising each Stockholder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request of any Stockholder received by the Company no later than 30 days after the date of the Company's 383917.1 notice, the Company shall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Stockholder has so requested to be registered. If, in the written opinion of the managing underwriter (or, in the case of a 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 request 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 affecting the entire offering, then the Company shall specify be entitled to reduce the number of shares of Registrable Stock to not less than one-third of the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by in such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that offering except in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any the initial firm commitment underwritten public offering of the Company's obligations under Section 4.1 or any other provision , in which case the managing underwriter may reduce the number of this Agreement), the Company may, at its election, give written notice shares of Registrable Stock to be included in such determination offering to zero. Such reduction shall be allocated among all such Stockholders in proportion (as nearly as practicable) to the Stockholders and (A) in amount of Registrable Stock owned by each Stockholder at the case time of a determination not to register, shall be relieved of filing the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)statement.

Incidental Registration. (a) Right Subject to Include Common Stock and Common Stock Equivalents. If the Company Section 9, if at any time the Company proposes to register any shares of Common Stock (or Common Stock Equivalents, including any file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock a Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)form that would also permit the registration of the Registrable Stock and such filing is to be on the Company's behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will the Company shall each such time as soon as practicable promptly give each Holder written notice of such proposal setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than twenty (20) days from the date of such notice, and advising each Holder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 Holder received by the Company no later than ten (10) days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any date of the Company's obligations under Section 4.1 or any other provision of this Agreement)notice, the Company mayshall use its reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, at its electionin the written opinion of the managing underwriter (or, give written notice of such determination to the Stockholders and (A) in the case of a determination not to registernon-underwritten offering, shall be relieved in the written opinion of the obligation to register Company), the total amount of such Common Stock or to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's Common Stock Equivalents in connection with which can be marketed (a) at a price reasonably related to the then current market value of such registration Common Stock, or (b) without prejudiceotherwise materially and adversely affecting the entire offering, however, to any right then the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, Company shall be permitted entitled to delay registering reduce the number of shares of Registrable Stock in such offering. Such reduction shall be allocated among all such Holders in proportion (as nearly as practicable) to the amount of Registrable Stock owned by each Holder at the time of filing the registration statement. If any Common Holder of Registrable Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration disapproves of such other securities. No registration effected under this Section 4.2(a) shall relieve reduction, such Holder may elect to withdraw all of its Registrable Stock from such offering by written notice to the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)Company.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes or is required to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its Securities under the Securities Act or any applicable state securities or blue sky laws on a form which permits inclusion of the Registrable Stock and/or Management Stock (except registrations on including, without limitation, if such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or was initiated by a merger or consolidation), including registrations demand pursuant to Section 4.1(a2 above), whether or not for sale for its own account, it will each such time as soon as practicable give written notice to all Holders of then existing Registrable Stock and/or Management Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such Holder given within 30 20 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)notice, the Company will use all reasonable its best efforts to cause all such Stock which such Holders shall have requested be registered to be registered under the Securities Act and any applicable state securities or blue sky laws all to the extent requisite to permit the sale or other disposition by such Holders of the Registrable Stock and/or Management Stock so registered. No registrations of Registrable Stock and/or Management Stock under this Section 3 shall relieve the Company of its obligation to effect registrations under Section 2 hereof, or shall constitute a registration request by any Holder of Registrable Stock under Section 2 (i.e. participation by one or more Holders of Registrable Stock in a registration pursuant to this Section 3, which was initiated pursuant to Section 2 shall only be treated in the aggregate as one request for a registration pursuant to Section 2). The Company shall have the right to select the investment banker or bankers who shall serve as the manager and/or co-managers for all registrations of offerings of Securities under this Section 3 initiated by the Company, provided, however, that if the registration in which Holders of Registrable Stock request to participate herein is the initial registration under the Securities Act by the Company of all Common Stock held an underwritten public offering of Common, then such investment banker or to bankers shall be acquired upon conversion, exercise or exchange selected for such registration and offering of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered Securities by the Company, Common but only with the consent of the Holders of at least 60% of the Registrable Conversion Stock Equivalents) by the Stockholders included therein, which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company consent shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)unreasonably withheld.