Common use of Incidental Registration Clause in Contracts

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any similar or successor form for or any other registration statement relating to an exchange offer or offering of securities solely to be offered in a transaction of the type referred to in Rule 145 under the Securities Act Company's existing security holders or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiesemployees), it will give written notice thereof to all Holders, Holders of Warrants or Warrant Stock at least 30 twenty (20) days before the anticipated date of initial filing with the Commission of such Registration Statement, which notice shall set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Securities, as such holders thereof Holders may request. Nothing in this Section 9.4 shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 9.4 at any time prior to the effective date of the registration relating thereto. Each Holder desiring to have Registrable Securities registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharessecurities. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such any demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderholders, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company Seller at any time ------------------------ proposes to file prior to February 2, 2003, on its behalf and/or or on behalf of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders"), ) a Registration Statement registration statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company Seller pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of Seller, it will give written notice thereof to all Holders, Holders of the Registrable Securities at least 30 days four weeks before the initial filing with the Commission of such Registration Statementregistration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the CompanySeller. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Securities, as such holders thereof Holders may request. Each Holder of any Registrable Securities desiring to have Registrable Securities Common Stock registered under this Section 4 7.02 shall advise the Company Seller in writing within 10 Business Days days after the date of receipt of such offer from the CompanySeller, setting forth the amount of such Registrable Securities Common Stock for which registration is requested. The Company Seller shall thereupon include in such filing the number of shares of Registrable Securities Common Stock for which registration is so requested, subject to the next following sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If a public offering is proposed for the securities being registered by Seller or such demanding security holder and the managing underwriter of a proposed underwritten such public offering shall advise the Company advises Seller in writing that, in its opinion, the distribution of the Registrable Securities Common Stock requested to be included in the registration concurrently with the securities being registered by the Company Seller or such demanding security holder would materially and adversely affect the distribution of such securities by the Company Seller or such demanding security holder, then Seller, if applicable, and all selling security holders (including including, if applicable, the Holders and the demanding security holderholder who initially requested such registration) shall reduce (to the extent Seller has a contractual right to impose such a reduction) the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof; provided, all expenses of such registration shall be borne by the Company. This Section 4 however, that Seller shall not apply be required to a Qualified Public Offering unless reduce the Demand Holders request amount -------- ------- of securities to register their Registrable Securities, then all Holders shall be entitled distributed on its behalf to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence less than 50% of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall aggregate number of securities to be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally registered in such underwritingoffering.

Incidental Registration. If the Company at any time (other than pursuant to Section 3.3 or Section 3.5) proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement 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 any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 Forms X-0, X-0 or any successor to such forms or another form not available for registering the Registrable Securities for sale to the public and, except with respect to the Company’s first registration statement including securities to be offered sold on its behalf to the public in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit planan underwritten pubic offering), respectively) for the general registration of securities, each such time it will promptly give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities of its intention so to do. Upon the written request of any such holder, received by the Company within thirty (30) days after the giving of any such notice by the Company, to register any or all of its Registrable Securities, the Company will use its commercially 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 concurrently 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 Securities so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 3.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 3.4 shall be conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the Other Shareholders distributing their securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided underwriting) enter into an underwriting agreement in Section 7 hereof, all expenses of such registration shall be borne customary form with the underwriter or underwriters selected for underwriting by the Company. This Notwithstanding any other provision of this Section 4 shall not apply 3.4, 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 Qualified Public Offering unless contractual, incidental (“piggy back”) right to include such securities in the Demand Holders request registration statement and as to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities which inclusion has been requested pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraphsuch right. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein The Company shall be obligated to sell their securities on include in such registration statement only such limited portion of Registrable Securities with respect to which such holder has requested inclusion hereunder. Notwithstanding the same terms and conditions as apply foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3.4 without thereby incurring any liability to the securities being issued and sold generally in 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. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders holders, including without limitation, the Series 1 Holders, (collectively, the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of Shares or other equity securities of Company, or securities convertible into or exchangeable or exercisable for Shares or such other equity securities, it will give written notice thereof of such proposed filing to all Holders (other than those Holders, if any, who are Demanding Security Holders) at least 30 thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the number and type of securities proposed to be offered and a description of the intended method of disposition of the securities proposed to be registered by the Companysuch securities. The notice shall offer to include in such filing the aggregate such number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharesRegistrable Securities. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderDemanding Security Holder, then all selling security holders (including the demanding security holder) each Holder participating in such registration shall reduce the amount of securities each it intended to distribute through such offering on a offering, pro rata basison the basis of the number of shares of Registrable Securities to be offered for the account of such Holder. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersTHE DEMANDING SECURITY HOLDERS"), ) a Registration Statement registration statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice thereof to all Holders, holders of Registrable Securities at least 30 60 days before the initial filing with the Commission of such Registration Statementregistration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 4 SECTION 12 (each a "REGISTERING HOLDER") shall advise the Company in writing within 10 Business Days thirty (30) days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the Company and the demanding security holderholders and the registering holders (collectively, "SELLING SECURITY HOLDERS") shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If Except for the IPO, if the Company at any time (other than pursuant to Section 4.3 or 4.5) proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement 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 any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 Forms X-0, X-0 or any successor to such forms or another form not available for securities registering the Registrable Securities for sale to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit planpublic), respectively) for the general registration of securities, each such time it will promptly give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities of its intention so to do. Upon the written request of any such holder, received by the Company within thirty (30) days after the giving of any such notice by the Company, to register any or all of its Registrable Securities, the Company will use 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 concurrently 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 Securities so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall 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 conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the Other Shareholders distributing their securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided underwriting) enter into an underwriting agreement in Section 7 hereof, all expenses of such registration shall be borne customary form with the underwriter or underwriters selected for underwriting by the Company. This Notwithstanding any other provision of this Section 4 4.4, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Company shall not apply so advise all holders of securities requesting registration of any limitations on the number of shares to a Qualified Public Offering unless be underwritten, and the Demand Holders request number of shares of securities that are entitled to register their 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, then all Holders 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 entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in withdrawn from such underwritingregistration.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders other than Holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 Business Days twenty (20) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use provided that Company may in its best efforts sole discretion determine to effect registration under the Securities Act of abandon any such sharesregistration. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder Demanding Security Holders would materially and adversely affect the distribution of such securities by the Company or such demanding security holderDemanding Security Holders, then all selling security holders (including the demanding security holderDemanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company Company, at any time or any one or more occasions after the date of this Agreement, proposes to file on its behalf and/or on behalf of register (other than pursuant to Section 2.1) any of its security holders (the "demanding security holders"), a Registration Statement equity securities under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Demand Registration and other than on a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of public at large), the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 30 days' nor more than 90 days' prior written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such holders thereof may requestof its intention to do so. Each Upon the written request of any Holder desiring to have of Registrable Securities registered under this Section 4 shall advise the Company in writing given within 10 Business Days 20 days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be included in registered to be so registered under the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisSecurities Act. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders A request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.2, the penultimate sentence of Holders shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. The Company shall have the above paragraph immediately preceding this paragraph. If a right to terminate or withdraw any registration initiated by it under this Section 4 is an underwritten offering2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, all holders whose Securities are if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included therein in the underwriting or registration shall be obligated allocated as set forth in Section 2.5 hereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to sell their securities on effect the same terms and conditions as apply to the securities being issued and sold generally in such underwritingregistration required under Section 2.1. ______________________________________ Footnote continued from previous page.

Incidental Registration. If (i) If, during the Registration Period, the Company at any time or from time to time proposes to file on its behalf and/or on behalf with the Commission a registration statement under the Act with respect to any proposed distribution of any of its security holders (the "demanding security holders"), a Registration Statement under the Securities Act on any form securities (other than a Demand Registration and other than on a Registration Statement registration to be effected on Form S-4 X-0, X-0 or S-8 other similar limited purpose form), whether for sale for its own account or for the account of any successor form for other person holding registration rights with respect to the securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company, then the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give written notice thereof of such proposed filing to all Holders, the holders of Registrable Stock at least 30 thirty (30) days before the initial anticipated filing with the Commission of date, and such Registration Statement, which notice shall set forth describe in detail the intended method of disposition of proposed registration and distribution (including those jurisdictions where registration or qualification under the securities proposed to be registered by the Company. The notice or blue sky laws is intended) and shall offer the holders of Registrable Stock the opportunity to include in register such filing the aggregate number of shares of Registrable Securities Stock as such the holders thereof of Registrable Stock may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise Upon receipt by the Company in writing within 10 Business Days after by the anticipated filing date of receipt of such offer written requests from the CompanyParticipating Holders of Registrable Stock for the Company to register their Registrable Stock, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include permit, or in such filing the number event of shares of Registrable Securities for which registration is so requestedan underwritten offering, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If cause the managing underwriter or underwriters of a such proposed underwritten offering shall advise the Company in writing that, in its opinionto permit, the distribution of the Registrable Securities requested Participating Holders to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of include such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through in such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply any similar securities of the Company included therein; provided, however, that if in the opinion of the managing underwriter or underwriters of such offering, the inclusion of the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering would interfere, hinder, delay, reduce or prevent the effectiveness or sale of the Company's shares of Common Stock proposed to be so registered or would otherwise adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Company and each holder of Common Stock (including without limitation Registrable Stock) or securities convertible into or exercisable for Common Stock proposed to be registered (other than any persons exercising demand registration rights) shall be reduced (or eliminated) in proportion to their respective values to the extent necessary to reduce the total amount of securities being issued and sold generally to be included in such underwriting.offering on behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Participating Holders, (i) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock. 13

Incidental Registration. If the Company at any time during the Exercise Term and for a period of eighteen months thereafter proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders")Common Stock, a Registration Statement or securities convertible into 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 any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or Forms S-4, S-8 or any successor form such other for securities which is not available for registering Xxxxxx Xtock for sale to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit planpublic), respectively) for the general registration of securities, each such time it will give written notice thereof to all Holdersthe Holder of Registrable Securities of its intention so to do. Upon the written request of the Holder of Registrable Securities, at least received by the Company within 30 days before after the initial filing with giving of any such notice by the Commission Company, to register any of such Registration Statement, its Registrable Securities (which notice request shall set forth state the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise thereof), the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of 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 Securities so registered. Alternatively, the Company may include such Registrable Securities in a separate registration statement to be filed concurrently with the registration statement for the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne filed by the Company. This Section 4 shall not apply to a Qualified Public Offering unless In the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities event that any registration pursuant to this Section 45.1 shall be, subject in whole or in part, an underwritten public offering of Registrable Securities, the number of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting Holders, and any other persons who may have incidental registration rights, based upon the number of securities owned by such Holders which have incidental registration rights) if and to the penultimate sentence extent that the managing underwriter advises the Company in writing that in its opinion such inclusion would materially adversely affect the marketing of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall securities to be obligated to sell their securities on sold by the same terms and conditions as apply to the securities being issued and sold generally in such underwritingCorporation therein.

Incidental Registration. (i) If the Company at any time or from time to time proposes to file on its behalf and/or on behalf with the Commission a registration statement under the Securities Act with respect to any proposed distribution of any of its security holders (the "demanding security holders"), a Registration Statement under the Securities Act on any form securities (other than a Demand Registration and other than on a Registration Statement registration to be effected on Form S-4 or S-4, S-8 or other similar limited purpose form), whether for sale for its own account or for the account of any successor form for other person holding registration rights with respect to the securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company, then the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give written notice thereof of such proposed filing to all Holders, the holders of Registrable Stock at least 30 thirty (30) days before the initial anticipated filing with the Commission of date, and such Registration Statement, which notice shall set forth describe in detail the intended method of disposition of proposed registration and distribution (including those jurisdictions where registration or qualification under the securities proposed to be registered by the Company. The notice or blue sky laws is intended) and shall offer the holders of Registrable Stock the opportunity to include in register such filing the aggregate number of shares of Registrable Securities Stock as such the holders thereof of Registrable Stock may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise Upon receipt by the Company in writing within 10 Business Days after by the anticipated filing date of receipt of such offer written requests from Participating Holders for the CompanyCompany to register their Registrable Stock, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include permit, or in such filing the number event of shares of Registrable Securities for which registration is so requestedan underwritten offering, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If cause the managing underwriter or underwriters of a such proposed underwritten offering shall advise the Company in writing that, in its opinionto permit, the distribution of the Participating Holders to include such Registrable Securities requested to be included Stock in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply any similar securities of the Company included therein; provided, however, that if in the opinion of the managing underwriter or underwriters of such offering, the inclusion of the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering would interfere, hinder, delay, reduce or prevent the effectiveness or sale of the Company's securities proposed to be so registered, or would otherwise adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Company and each holder of Company Securities (including without limitation Registrable Stock) or securities convertible into or exercisable for Company securities proposed to be registered (other than any persons exercising demand registration rights) shall be reduced (or eliminated) in proportion to their respective values to the extent necessary to reduce the total amount of securities being issued and sold generally to be included in such underwritingoffering on behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register securities and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Participating Holders, (I) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock.

Incidental Registration. If (i) The Borrower shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the Company at any time proposes to file on its behalf and/or on behalf filing of any of its security holders (the "demanding security holders"), a Registration Statement registration statement under the Securities Act on for purposes of a public offering of securities of the Borrower (including, but not limited to, registration statements relating to secondary offerings of securities of the Borrower, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 such registration statement all or any successor form for securities part of the Registrable Securities held by it shall, within twenty (20) days after the above-described notice from the Borrower, so notify the Borrower in writing, and the Borrower shall use its best efforts to cause to be offered in a transaction of the type referred to in Rule 145 registered under the Securities Act or to employees all of the Company pursuant Registrable Securities that each such Holder has so requested to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which be Registered. Such notice shall set forth state the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as by such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraphHolder. If a Holder decides not to include all of its Registrable Securities in any registration under this Section 4 is an underwritten offeringstatement thereafter filed by the Borrower, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statement or registration statements as may be filed by the Borrower with respect to offerings of its securities, all holders whose Securities are included therein shall be obligated to sell their securities on upon the same terms and conditions as apply to the securities being issued and sold generally in such underwritingset forth herein.

Incidental Registration. If the Company at any time following the Pooling Period and prior to the Termination Date, Harbinger proposes to file register any Harbinger Stock under the Securities Act (other than on Forms S-4, X-0 xx any other form which does not permit registration of securities by selling stockholders for sale to the public for cash) in connection with the proposed offer and sale for cash either for its behalf and/or own account or on behalf of any holder of its Harbinger Stock (but not any holder of any security holders (the "demanding security holders"convertible into or exchangeable or exercisable for Harbinger Stock), a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holderseach of the Stockholders of its intention to do so. Upon the written request of a Stockholder, at least 30 given within five business days before the initial filing with the Commission after receipt of any such notice, to register any of such Stockholder's Registration StatementShares, which notice shall set forth Harbinger will use its reasonable efforts to cause the intended method of disposition of the securities proposed Registration Shares as to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is has been so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered shares of Harbinger Stock to be covered by the Company registration statement proposed to be filed by Harbinger, all to the extent required to permit the sale or other disposition by such demanding security holder Stockholder (in accordance with its written request) of such Registration Shares so registered. If a registration effected pursuant to this Section 4 involves a firm commitment underwritten public offering, Harbinger shall have the sole right to select the managing underwriters. The managing underwriters for such offering shall have the authority to reduce the number of Registration Shares to be included in such registration if and to the extent they are of the opinion that inclusion of such Registration Shares would materially and adversely affect the distribution marketing of the Harbinger Stock to be sold under such securities offering. Any such reduction or cutback in the shares included in any such offering shall be effected in accordance with the following priorities: (a) First, the managing underwriters shall exclude shares ("Piggyback Shares") of Harbinger Stock included in such registration by the Company or such demanding security holder, then all selling security holders stockholders (including the demanding security holderStockholders) by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to such stockholders, which exclusion shall reduce the amount of securities each intended to distribute through such offering be effected on a pro rata basis. Except as otherwise provided basis based upon the number of shares of Harbinger Stock so requested to be registered in Section 7 hereofsuch offering by all such stockholders proposing to sell Piggyback Shares, all expenses subject to any incidental registration rights which are superior to the registration rights of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities Stockholders pursuant to this Section 4, subject which superior rights were granted prior to the penultimate sentence date of this Agreement; and (b) Second, and only to the above paragraph immediately preceding extent necessary and after the exclusion of all Piggyback Shares, the managing underwriters shall exclude shares of Harbinger Stock included in such registration by Harbinger and any stockholder of Harbinger who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis based upon the number of shares of Harbinger Stock proposed to be registered on behalf of Harbinger and on behalf of any such holder of demand registration rights. Notwithstanding anything to the contrary contained in this paragraph. If Section 4, if there is a firm commitment underwritten public offering of Harbinger Stock pursuant to which a Stockholder has incidental registration rights under this Section 4 is an and such Stockholder elects to sell Registration Shares in connection with such underwritten public offering, all holders whose Securities are such Stockholder shall enter into an agreement (the "Lockup Agreement"), pursuant to which such Stockholder shall refrain from selling any Registration Shares (other than Registration Shares included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingRegistration) then owned by such Stockholder during the period of distribution of Harbinger Stock by such underwriters and for a period of ninety days following the effective date of such registration.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its other security holders (the "demanding security holdersOther Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock, it will give prompt written notice thereof to all Holders, at least 30 days before the initial filing with the Commission holders of Registrable Securities of such Registration Statementregistration, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may requestrequest (an "Incidental Registration"). Nothing in this Section 3(g) shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 3(g) at any time prior to the effective date of the registration relating thereto. Each Holder holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 4 3(g) shall advise the Company in writing within 10 Business Days twenty (20) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its good faith opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering, then the Company shall include in such demanding security holder would materially registration, first, the securities which the Company proposes to sell solely for the account of the Company; and adversely affect second, all Registrable Securities and securities held by Other Holders that are requested to be included in such registration that can be sold without having the distribution adverse effect referred to above, pro rata on the basis of the relative number of such securities requested to be included in such registration. To the extent required by the Company or such demanding security holdermanaging underwriter, then all selling security the holders (including the demanding security holder) of Registrable Securities requested to be registered shall reduce the amount number of securities Registrable Securities each intended requested to distribute through be registered, pro rata, in the proportion that the number of Registrable Securities requested by each such offering on a pro rata basisholder to be registered bears to the aggregate number of Registrable Securities requested to be registered by all holders (it being agreed and understood, however, that such underwriter shall have the right to eliminate entirely the participation in such registration of the Registrable Securities). Except as otherwise provided in Section 7 hereofthis agreement, all expenses Registration Expenses of such registration an Incidental Registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If (i) If, during the Registration Period, the Company at any time or from time to time proposes to file on its behalf and/or on behalf with the Commission a registration statement under the Act with respect to any proposed distribution of any of its security holders (the "demanding security holders"), a Registration Statement under the Securities Act on any form securities (other than a Demand Registration and other than on a Registration Statement registration to be effected on Form S-4 or S-4, S-8 or other similar limited purpose form), whether for sale for its own account or for the account of any successor form for other person holding registration rights with respect to the securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company, then the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give written notice thereof of such proposed filing to all Holders, the holders of Registrable Stock at least 30 thirty (30) days before the initial anticipated filing with the Commission of date, and such Registration Statement, which notice shall set forth describe in detail the intended method of disposition of proposed registration and distribution (including those jurisdictions where registration or qualification under the securities proposed to be registered by the Company. The notice or blue sky laws is intended) and shall offer the holders of Registrable Stock the opportunity to include in register such filing the aggregate number of shares of Registrable Securities Stock as such the holders thereof of Registrable Stock may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise Upon receipt by the Company in writing within 10 Business Days after by the anticipated filing date of receipt of such offer written requests from the CompanyParticipating Holders of Registrable Stock for the Company to register their Registrable Stock, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include permit, or in such filing the number event of shares of Registrable Securities for which registration is so requestedan underwritten offering, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If cause the managing underwriter or underwriters of a such proposed underwritten offering shall advise the Company in writing that, in its opinionto permit, the distribution of the Registrable Securities requested Participating Holders to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of include such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through in such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply any similar securities of the Company included therein; provided, however, that IF in the opinion of the managing underwriter or underwriters of such offering, the inclusion of the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering would interfere, hinder, delay, reduce or prevent the effectiveness or sale of the Company's shares of Common Stock proposed to be so registered or would otherwise adversely affect the success of such offering, THEN the amount or kind of securities to be offered for the accounts of the Company and each holder of Common Stock (including without limitation Registrable Stock) or securities convertible into or exercisable for Common Stock proposed to be registered (other than any persons exercising demand registration rights) shall be reduced (or eliminated) in proportion to their respective values to the extent necessary to reduce the total amount of securities being issued and sold generally to be included in such underwritingoffering on behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Participating Holders, (i) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock.

Incidental Registration. If the Company 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 Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock, it will give written notice thereof to all Holders, holders of Warrants or Warrant Shares at least 30 fifteen (15) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Warrant Shares as such holders thereof may request. Nothing herein shall preclude the Company from discontinuing the registration of its securities being effected on its behalf at any time prior to the effective date of the registration relating thereto. Each Holder holder of any such Warrants or any such Warrant Shares desiring to have Registrable Securities Warrant Shares registered under this Section 4 10(b) shall advise the Company in writing within 10 Business Days 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrants Shares for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Warrants and shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities shares of Common Stock into which the Warrants are exercisable and the Warrant Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all demanding security holders' (other than any selling security holders holder who requested such registration and the Company (including unless such Registration Statement was filed at the request of a demanding security holder)) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof10(d), all expenses of such registration shall be borne by the Company. This Section 4 The holders of Warrant Shares shall not apply have no right to select or approve, or participate in the selection or approval of, the underwriters in connection with any offering pursuant to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities registration pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting10(b).

Incidental Registration. If the Company at any time the Company proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement Common Stock under the Securities Act on any form after the date hereof (other than a Demand Registration in connection with any acquisition or business combination transaction and other than on in connection with stock options and employee benefit plans and compensation) either in connection with a Registration Statement on Form S-4 or S-8 or any successor form primary offering for securities to be offered in a transaction cash for the account of the type referred to in Rule 145 under the Securities Act Company, a secondary offering or to employees of a combined primary and secondary offering, the Company pursuant will, each time it intends to any employee benefit planeffect such a registration, respectively) for the general registration of securities, it will give written notice thereof a Company Notice to all Holders, Holders whose Termination Date shall not have occurred at least 30 days before 15 Business Days prior to the initial filing of a registration statement with the Commission SEC pertaining thereto, informing such Holders of its intent to file such Registration Statementregistration statement and of the Holders' right to request the registration of the Registrable Securities held by the Holders. Upon the written request of one or more of the Holders made within 10 business days after any such Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by each such Holder, which notice shall set forth and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise distribution thereof), the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its reasonable best efforts to effect the registration under the Securities Act of such shares. If all Registrable Securities, which the managing underwriter Company has been so requested to register by one or more Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a proposed underwritten registration which is intended to effect a primary offering shall advise for cash for the account of the Company, in accordance with the Company's intended method of distribution) 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 registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in writing that, in its opinionconnection with such registration, the distribution Company shall determine for any reason not to register or to delay such registration of the securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on statement for the same terms and conditions period as apply to the securities being issued and sold generally delay in registering such underwritingother securities.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders holders, including without limitation, the Holders (collectively, the "demanding security holdersDemanding Security Holders"), a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of Shares or other equity securities of Company, or securities convertible into or exchangeable or exercisable for Shares or such other equity securities, it will give written notice thereof of such proposed filing to all Holders (other than those Holders, if any, who are Demanding Security Holders) at least 30 thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the number and type of securities proposed to be offered and a description of the intended method of disposition of the securities proposed to be registered by the Companysuch securities. The notice shall offer to include in such filing the aggregate such number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharesRegistrable Securities. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderDemanding Security Holder, then all selling security holders (including the demanding security holder) each Holder participating in such registration shall reduce the amount of securities each it intended to distribute through such offering on a offering, pro rata basison the basis of the number of shares of Registrable Securities to be offered for the account of such Holder. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by Company. Notwithstanding anything to the contrary in this Section 3, (a) the Company shall have the right to include all or any part of the Registrable Securities in any Registration Statement filed by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand , (b) while Holders request to register their of Registrable Securities, then all Holders shall be entitled to register Securities may have their Registrable Securities to be included in the Registration Statement reduced pro rata, the Company shall not be limited as to the number of shares of Common Stock it intends to distribute through the offering, and (c) the Company shall have the right to offer Holders of in excess of five percent (5%) of the Common Stock who are not parties to this Agreement the opportunity to have their Common Stock included in any Registration Statement filed by the Company pursuant to this Section 4, 3 subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under pro rata reduction as set forth in this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting3.

Incidental Registration. If the Company Issuer at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDEMANDING SECURITY HOLDERS"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement (i) filed pursuant to demand under the Company's Registration Rights Agreement with Joint Energy Development Investments II Limited Partnership, a Delaware limited partnership, and Enron Capital & Trade Resources Corp., a Delaware corporation, dated August 20, 1998, as amended, or (ii) on Form S-4 or S-8 or any similar or successor form or any other registration statement relating to an offering of securities solely to the Issuer's existing security holders or employees) to register the offer and sale of its Common Stock for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiescash, it will give written notice thereof to all Holders, Warrant Holders of Warrants or Warrant Stock at least 30 twenty (20) days before the anticipated date of initial filing with the Commission of such Registration Statement, which notice shall set forth the Issuer's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by the CompanyIssuer. The notice shall offer to include in such filing all of the aggregate number of shares of Warrant Holder's Registrable Securities as such holders thereof may requestSecurities. Each Warrant Holder desiring to have Registrable Securities registered under this Section 4 9.3 shall advise the Company Issuer in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from the CompanyIssuer, setting forth the amount of such Registrable Securities for which registration is requested. The Company Issuer shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharessecurities. If the managing underwriter of a proposed underwritten public offering shall advise the Company Issuer in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company Issuer or such demanding security holder any Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company Issuer or such demanding security holderDemanding Security Holders, then all selling security holders (including but not the demanding security holderIssuer or the Demanding Security Holders) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided basis to the greatest aggregate amount which, in Section 7 hereof, all expenses the opinion of such registration shall be borne by managing underwriter, would not materially and adversely affect the Companydistribution of such securities. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to Nothing in this Section 49.3 shall preclude the Issuer from discontinuing the registration of its securities being effected on its behalf under this Section 9.3 at any time prior to the effective date of the registration relating thereto. Notwithstanding any provision herein, the rights of the Warrant Holder under this Section 9.3 are subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a express limitations contained in registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities rights agreements in effect on the same terms date hereof between the Issuer and conditions as apply other parties; provided, however, that the Issuer shall not on or after the date of this Agreement enter into any registration rights agreement with respect to its securities that conflict with the registration rights granted to the securities being issued and sold generally in such underwritingWarrant Holder herein.

Incidental Registration. If Each time the Company at any time proposes shall determine to file a registration statement under the Securities Act (other than (i) a post-effective amendment to the Company's Form SB-2 Registration Statement (File No. 333-117126), or (ii) on its behalf and/or on behalf Form S-8 or Form S-4) in connection with the proposed offer and sale for money of any of its security holders (the "demanding securities by it or by any of its security holders"), a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof of its determination to all Holders, holders of Registrable Stock at least 30 ten (10) days before prior to the initial filing with the Commission of such Registration Statementregistration statement. Upon the written request of a holder of any Registrable Stock, which notice shall set forth the intended method of disposition within ten (10) days after receipt of the securities proposed to be registered by the Company. The above-described notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of Company will cause all such Registrable Securities for Stock, the holders of which have so requested registration is requested. The Company shall thereupon include thereof, to be included in such filing the number of shares of Registrable Securities for which registration is so requestedstatement, subject all to the next sentenceextent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Stock to be so registered in accordance with the terms of the proposed offering. If the registration statement is to cover an underwritten distribution, and the Company shall use its best efforts to effect registration under cause the Securities Act Registrable Stock requested for inclusion pursuant to this Section 3.4(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event of such shares. If a firm commitment underwriting, if the managing underwriter of a proposed underwritten such offering shall advise the Company holders in writing that, in its good faith opinion, the distribution of a specified portion of the Registrable Securities securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder statement would materially and adversely affect the distribution of such securities by increasing the Company or such demanding security holder, then all selling security holders (including aggregate amount of the demanding security holder) shall reduce offering in excess of the maximum amount of securities each intended which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to distribute through be included in the registration shall be included in the following order: (1) first, the securities the Company proposes to include in the underwritten offering, (2) second, Registrable Stock requested to be included in such offering registration by holders of Registrable Stock, on a pro rata basis. Except as otherwise provided in Section 7 hereof, and (3) third, all expenses other shares of such registration shall securities requested to be borne included by any other security holder of the Company. This Section 4 The Company shall not apply maintain the effectiveness of any such registration statement until the date which is the later to a Qualified Public Offering unless occur of (i) the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence expiration of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten any such public offering, all holders whose Securities are included therein shall be obligated to sell their securities on and (ii) twelve (12) months from the same terms and conditions as apply to date that any such registration statement is declared effective by the securities being issued and sold generally in such underwritingCommission.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding registering security holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any related small business form or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security of the Company, it will give written notice thereof to all Holders, holders of Registrable Securities at least 30 45 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof holder may request. Each Holder holder of any Registrable Securities desiring to have Registrable Securities registered under this Section 4 2(a) shall advise the Company in writing within 10 Business Days days after the date of such receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best reasonable commercial efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding registering security holder would materially and adversely affect the distribution of such securities by the Company or such demanding registering security holder, then all selling security holders (including other than the demanding security holderCompany) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except basis (such event is hereinafter referred to as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting"Reduction Event").

Incidental Registration. If After (i) receipt by 24/7 of a written request from one or more parties to registration rights agreements to which 24/7 is a party on the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders date hereof (the "demanding security holdersExisting Holders"), a Registration Statement requesting that 24/7 effect the registration of shares of 24/7 Common Stock under the Securities Act on (a "Registration Request") or (ii) 24/7 proposes (but without obligation to do so) to register any form of its stock under the Securities Act in connection with a public offering of such securities solely for cash (other than a Demand Registration and other than on a Registration Statement registration on Form S-4 or S-8 or any successor form for securities to be offered in Form S-4) (a transaction "Company Registration"), 24/7 shall promptly notify the shareholders of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing of the receipt of such Registration Request or the Company Registration and such shareholders may elect (by written notice sent to 24/7 within 10 Business Days after five days from the date of such shareholder's receipt of such offer the aforementioned notice from 24/7) to have all or any of the Company, setting forth 24/7 Common Stock owned by the amount shareholders of such Registrable Securities for which registration is requested. The the Company shall thereupon include (the "Shareholder's Shares") included in such filing the number of shares of Registrable Securities for which registration is so requested, subject thereof pursuant to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharesthis Section 14(a). If the a managing underwriter of a any proposed underwritten offering public offer ing shall advise the Company 24/7 in writing that, in its opinion, the distribution of the Registrable Securities Shareholder's Shares requested to be included in the a registration statement concurrently with the any securities being registered by the Company or such demanding security holder 24/7 would materially and adversely affect the distribution by 24/7, 24/7 may limit the number (to zero if necessary) of Shareholder's Shares to be registered in order to reduce the total number of shares in such securities registration to the number of shares recommended by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) underwriter. 24/7 shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration have no obligation under this Section 4 is 14(a) to make any offering of its securities, or to complete an underwritten offeringoffering of its securities that it proposes to register, all holders whose Securities and shall incur no liability to any shareholder of the Company for its failure to do so. Notwithstanding the foregoing, such shareholders' rights to registration granted in this Section 14(a) are included therein shall be obligated junior to sell their securities on the same terms and conditions as apply subject to the securities being issued and sold generally in such underwritingany superior registration rights of Existing Holders.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement (i) filed pursuant to demand under the Company's Registration Rights Agreement with Joint Energy Development Investments II Limited Partnership, a Delaware limited partnership, and Enron Capital & Trade Resources Corp., a Delaware corporation, dated August 20, 1998, as amended, or (ii) on Form S-4 or S-8 or any similar or successor form or any other registration statement relating to an offering of securities solely to the Company's existing security holders or employees) to register the offer and sale of its common stock for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiescash, it will give written notice thereof to all Holders, Buyers at least 30 five (5) days before the anticipated date of initial filing with the Commission of such Registration Statement, which notice shall set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by the CompanyIssuer. The notice shall offer to include in such filing the aggregate number all of shares of each Buyer's Registrable Securities as such holders thereof may requestSecurities. Each Holder Buyer desiring to have Registrable Securities registered under this Section 4 9.3 shall advise the Company in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharessecurities. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder the Demanding Security Holder, as the case may be, would materially and adversely affect the distribution of such securities by the Company or such demanding security holderDemanding Security Holders, as the case may be, then all selling security holders (including but not the demanding security holderCompany or such Demanding Security Holders, as the case may be) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided basis to the greatest aggregate amount which, in Section 7 hereof, all expenses the opinion of such registration shall be borne by managing underwriter, would not materially and adversely affect the Companydistribution of such securities. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to Nothing in this Section 49.3 shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 9.3 at any time prior to the effective date of the registration relating thereto. Notwithstanding any provision herein, the rights of the Buyers under this Section 9.3 are subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a express limitations contained in registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities rights agreements (and registration rights provisions in agreements) in effect on the same terms date hereof between the Company and conditions as apply to the securities being issued and sold generally in such underwritingother parties.

Incidental Registration. If the Company at any time proposes to file ----------------------- on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. .Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company, the other security holders of the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Company, the other security holders of the Company or such demanding security holderDemanding Security Holder, then all selling security holders (including the demanding security holderHolder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company DeepTech at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any similar or successor form or any other registration statement relating to an offering of securities solely to DeepTech's existing security holders or employees) to register the offer and sale of its Common Stock for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiescash, it will give written notice thereof to all Holders, Warrant Holders of Warrants or Warrant Stock at least 30 twenty (20) days before the anticipated date of initial filing with the Commission of such Registration Statement, which notice shall set forth DeepTech's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by the CompanyDeepTech. The notice shall offer to include in such filing all of the aggregate number of shares of Warrant Holder's Registrable Securities as such holders thereof may requestSecurities. Each Warrant Holder desiring to have Registrable Securities registered under this Section 4 9.4 shall advise the Company DeepTech in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from the CompanyDeepTech, setting forth the amount of such Registrable Securities for which registration is requested. The Company DeepTech shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharessecurities. If the managing underwriter of a proposed underwritten public offering shall advise the Company DeepTech in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company DeepTech or such demanding security holder any Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company DeepTech or such demanding security holderDemanding Security Holders, then all selling security holders holders, (including the demanding security holderbut not DeepTech) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.each

Incidental Registration. If the Company at any time commencing after the date hereof proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit planplan or in connection with the issuance of Common Stock in redemption of units of limited partnership interest in SUSA Partnership, L.P. or the resale of such Common Stock, respectively) for the general registration of securitiesCommon Stock to be sold for cash, it will give written notice thereof to all Holders, Purchaser at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Common Stock previously purchased upon exercise of the Warrant and for which this Warrant remains exercisable ("WARRANT STOCK"), as such holders thereof may request. Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 4 4.2 shall advise the Company in writing within 10 Business Days 15 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its commercially reasonable best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the any demanding security holderholder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisbasis based on the number of shares proposed to be included in such registration. Except as otherwise provided in Section 7 hereof, all expenses of such registration Company shall be borne by the Company. This Section 4 shall not apply required to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities include such shares in any proposed public offering only on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingof Company or the demanding security holders.

Incidental Registration. i) If prior to December 10, 2002, the Company at any time and from time to time proposes to file on its behalf and/or on behalf with the Commission a registration statement under the Securities Act with respect to any proposed distribution of any of its security holders (the "demanding security holders"), a Registration Statement under the Securities Act on any form securities (other than a Demand Registration and other than on a Registration Statement registration to be effected on Form S-4 or S-4, S-8 or other similar limited purpose form), whether for sale for its own account or for the account of any successor form for other person holding registration rights with respect to the securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act Company, or to employees of both, then the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will each such time shall give written notice thereof of such proposed filing to all Holders, the Holders of Registrable Stock at least 30 thirty (30) days before the initial anticipated filing with the Commission of date, and such Registration Statement, which notice shall set forth describe in detail the intended method of disposition of proposed registration and distribution (including those jurisdictions where registration or qualification under the securities proposed to be registered by the Company. The notice or blue sky laws is intended) and shall offer the Holders of Registrable Stock the opportunity to include in register such filing the aggregate number of shares of Registrable Securities Stock as such holders thereof the Holders of Registrable Stock may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise Upon receipt by the Company in writing within 10 Business Days after by the anticipated filing date of receipt of such offer written requests from Participating Holders for the CompanyCompany to register their Registrable Stock, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include permit, or in such filing the number event of shares of Registrable Securities for which registration is so requestedany underwritten offering, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If cause the managing underwriter or underwriters of a such proposed underwritten offering shall advise the Company in writing that, in its opinionto permit, the distribution of the Participating Holders to include such Registrable Securities requested to be included Stock in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply any similar securities of the Company included therein; provided, however, that if in the written opinion of the managing underwriter of such offering, the inclusion of the total amount or kind of securities in such offering would adversely effect the marketing or the success of the offering of the Company's securities proposed to be so registered then the amount of Registrable Stock proposed to be registered (other than any person's exercising demand registration rights) shall be eliminated or reduced in proportion to their respective values to the extent necessary to reduce the total amount of securities being issued and sold generally to be included in such underwritingoffering on behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register the Company's securities and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Participating Holders, (i) in the case of a determination not to effect registration, relieve itself of its obligation to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other securities.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersRegistering Security Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to any class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act) of the Company, it will give written notice thereof to all Holders, the Investor at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof the Investor may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder Registering Security Holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderRegistering Security Holder, then all selling security holders (including the demanding security holder) Registering Security Holders shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereofIf, after excluding all expenses of such registration shall securities desired to be borne offered by the Company. This Section 4 shall not apply to a Qualified Public Offering unless Registering Security Holders, the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence managing underwriter of the above paragraph immediately preceding this paragraph. If a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable securities requested to be included in the registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to concurrently with the securities being issued registered by the Company would materially and sold generally in adversely affect the distribution of such underwritingsecurities, then the Investor shall reduce the amount of Registrable Securities it intends to distribute to the extent necessary to permit such distribution.

Incidental Registration. If (but without any obligation to do so) the Company at any time (including pursuant to Section 4 or Section 6, provided that a registration under Section 6 shall be an underwritten public offering of Common Stock) proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement shares of 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 any Forms X-0, X-0 or another form (other than not available for registering the Restricted Stock for sale to the public, a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities registration relating to be offered in a transaction described in Rule 145(a) of the type referred to Securities Act, or a registration in Rule 145 under which the Securities Act or to employees only Common Stock being registered is Common Stock issuable upon conversion of the Company pursuant to any employee benefit plandebt securities that are also being registered), respectively) for the general registration of securities, each such time it will give written notice thereof at least fifteen (15) days prior to the filing of any registration statement to all Holdersholders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, at least received by the Company within 30 days before after the initial filing with the Commission giving of any such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer , to include in such filing the aggregate number register any of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise its Restricted Stock, the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect cause the Restricted Stock as to which registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities have been so requested to be included in the securities to be covered by the registration concurrently with 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 Restricted Stock pursuant to such registration. 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 Restricted Stock to be included in such an underwriting may be reduced as follows: the Restricted Stock shall be reduced pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock 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 being registered to be sold by the Company or therein; provided, however, that no such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) reduction shall reduce the amount of securities each intended to distribute through of the selling stockholders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of is the Initial Public Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Restricted Stock of the holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by holders without the written consent of holders of at least 60% of the Restricted Stock held by all Investors. The Company shall have the right, in its sole discretion, to terminate or withdraw, and shall otherwise be borne under no obligation to complete any registration of its securities covered by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 45 and shall incur no liability to any holder for its failure to do so, subject whether or not such holder has elected to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their include securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingregistration.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to the Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice thereof to all Holders, the Holder and the holders of Warrant Shares at least 30 15 days before the initial filing with the Securities and Exchange Commission (the “Commission”) of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of Warrant Shares, and the number of shares of Registrable Securities Common Stock for which this Warrant is exercisable, as the holders of such holders thereof Warrant Shares and/or the Holder may request. Each Notwithstanding the foregoing, no piggyback registration rights shall be available if a shelf registration statement with respect to the Warrant Shares is then in effect. The Holder desiring to have Registrable Securities registered under this Section 4 and the holders of Warrant Shares shall advise the Company in writing within 10 Business Days 15 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Shares for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the any demanding security holder) holder who initially requested such registration), shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof4.4, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. 3.1 If the Company at any time on or after the date that is one year after the Closing Date, the Company 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 for an offering of securities, the Company shall give written notice of such proposed registration statement as promptly as practicable (but in any form event not less than 30 days prior to the filing of such registration statement) to the Holders. If, within 15 business days after receipt of such a notice, a Holder requests the Company in writing to include any Registrable Shares that are owned by the Holder, the Company shall include in the registration statement such number of Registrable Shares as the Holder shall request. The Company will use commercially reasonable efforts to cause all Registrable Shares, with respect to which the Holders have requested registration, to be registered under the Securities Act to the extent necessary to permit the distribution thereof in accordance with the intended methods of distribution specified in the request of such Holders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Article II without obligation to any Holder. The Company shall not be required to give notice of, or to include Registrable Shares in, any registration statement if the proposed offering relates solely to (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for i) securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any an employee benefit plan, respectively(ii) for the general registration of securities, it will give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include issued in such filing the aggregate number exchange for securities or assets of, or in connection with a merger or consolidation with, another entity, (iii) an offering of shares convertible preferred stock of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested (iv) securities to be included in the registration concurrently with the securities being registered offered by the Company to holders of any class or such demanding security holder would materially and adversely affect series of its then existing securities, (v) securities issuable upon the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount conversion of securities each intended which are the subject of an underwritten redemption, or (vi) securities to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply offered or issued pursuant to a Qualified Public Offering unless combination of transactions referred to in the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingclauses (i) through (v).

Incidental Registration. If the Company at any time proposes to file on ----------------------- its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding --------- Security Holders"), ) a Registration Statement under the Securities Act on any form ---------------- (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice thereof to all Holders, holders of Registrable Securities at least 30 20 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing --------- within 10 Business Days 15 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, that the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderDemanding Security Holder, then all selling security holders the Company shall include securities in such registration in the following order of priority (including A) first, up to the demanding security holder) shall reduce the amount full number of securities each intended proposed to distribute through be offered by the Company or proposed to be offered by the holders of the Life Company Warrants pursuant to the demand registration rights set forth in Section 11.3 of such offering Warrants; (B) second, up to the full number of securities proposed to be offered by the holders of the Registrable Securities and any other Demanding Security Holders who are not Affiliates of the Company (and if such full number may not be included, then on a pro rata basisbasis in proportion to the respective number of -------- securities proposed to be offered by such persons); and (C) third, up to the full number of securities proposed to be offered by any Demanding Security Holders who are Affiliates of the Company. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.---------

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding registering security holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security of the Company, it will give written notice thereof to all Holders, the Purchaser and each other Holder of record known to it at least 30 45 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof the Holders owning 50% or more of the Registrable Securities of each class may request. Each Holder desiring to have The Holders owning 50% or more of the Registrable Securities registered under this Section 4 shall of each class may advise the Company in writing within 10 Business Days 20 days after the date of such receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is so requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best reasonable commercial efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding registering security holder would materially and adversely affect the distribution of such securities by the Company or such demanding registering security holder, then all selling security holders (including other than the demanding security holderCompany) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereofNotwithstanding any provision of this Agreement to the contrary, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless Holders and the Demand Holders request to register their Registrable SecuritiesPurchaser, then all Holders collectively, shall be entitled to register their include shares of Registrable Securities in any registration of Stock pursuant to this Section 4, subject to the penultimate sentence 2(b) on a maximum of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingthree occasions.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of Company, it will give written notice thereof to all Holders, holders of Warrants or Warrant Stock at least 30 60 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing any or all of the aggregate number of shares of Registrable Securities Warrant Stock then outstanding and any or all of the shares of Common Stock for which this Warrant is then exercisable, as such holders thereof may request. Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by Company or any selling stockholders, then the Company or and each prospective seller may sell that proportion of the shares of Common Stock to be sold in the proposed distribution which the number of shares of Common Stock proposed to be sold by such demanding security holder, then prospective seller bears to the aggregate number of Common Stock proposed to be sold by all selling security holders (prospective sellers including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisCompany. Except as otherwise provided in Section 7 hereof9.6, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If Subject to Section 6.3, if the Company at any time proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), Shares under a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on pursuant to a Registration Statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor equivalent form then in effect), whether or not for securities sale for its own account or for the account of any Stockholder, the Company shall give each Stockholder (each, an "Incidental Stockholder") notice of such proposed registration at least thirty (30) days prior to be offered in the filing of a transaction Registration Statement with respect to such public sale. Upon the written request of any Incidental Stockholder delivered to the Company within ten (10) days after the receipt of the type referred to in Rule 145 under the Securities Act or to employees of notice from the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, (which notice request shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing state the number of shares of Registrable Securities for which registration is so requestedClass A Common Stock (collectively, subject the "Incidental Shares") that such Incidental Stockholder wishes to sell or distribute publicly under such Registration Statement proposed to be filed by the next sentenceCompany), and the Company shall use its best efforts to effect registration register under the Securities Act of such sharesIncidental Shares. The Company may withdraw a Registration Statement at any time before it becomes effective or postpone or terminate the offering without obliga tion to any Incidental Stockholder. If a registration of Shares involves an underwritten offering, and the Company's managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution total number of the Registrable Securities Shares (including Incidental Shares) requested to be included in such registration exceeds the registration concurrently with the securities being registered by number which can be sold in such offering, the Company or will include in such demanding security holder would materially and adversely affect registration, to the distribution extent of such securities by the number of Shares which the Company or is so advised can be sold in such demanding security holderoffering, then all selling security holders (i) first, the Shares the Company proposes to issue and sell for its own account and (ii) second, other Shares it proposes to sell, including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering Incidental Shares, on a pro rata basis. Except as otherwise provided In no event shall the Company be required to include any Incidental Shares in Section 7 hereof, all expenses its Initial Public Offering if the managing underwriter of such registration offering shall be borne by advise the Company. This Section 4 shall not apply to a Qualified Public Offering unless Company in writing, that in its opinion, the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to inclusion of any such Shares would adversely affect the penultimate sentence success of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company at any time (but without obligation to do so) the Company proposes to file on its behalf and/or on behalf register (including a registration effected by the Company for shareholders other than the Holders) any shares of any of its security holders (the "demanding security holders"), a Registration Statement Common Stock under the Securities Act in connection with the public offering of such shares solely for cash on any form of Registration Statement that would permit the registration of Registrable Securities (other than a Demand Registration and other than on registration: (i) relating solely to the sale of securities to participants in a the Company stock or stock option plan, (ii) pursuant to a Registration Statement on Form S-4 or S-8 (or any successor forms) or any form for securities that does not include substantially the same information, other than information relating to the selling shareholders or their plan of distribution, as would be required to be offered included in a transaction Registration Statement covering the sale of the type referred to Registrable Securities, (iii) in Rule 145 under the Securities Act connection with any dividend reinvestment or to employees of the Company pursuant to any employee benefit similar plan, respectivelyor (iv) for the general registration sole purpose of securitiesoffering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar business combinations transaction), it will the Company shall promptly give each Holder written notice thereof to all Holders, of each such registration at least 30 ten (10) days before the initial anticipated filing with the Commission date of any such Registration Statement, which . Such notice shall set forth describe fully the intended proposed method of disposition distribution of the securities proposed being registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to this Article. Upon the written request of any Holder (the "Requesting Holders") given within ten (10) calendar days after the delivery of such notice by the Company, the Company shall cause to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act all of the Registrable Securities that such sharesRequesting Holder has so requested to be registered. If The Company may decline to file a Registration Statement after giving notice to the managing underwriter Requesting Holders, or withdraw a Registration Statement after filing and after such notice, but prior to the effectiveness thereof, provided that the Company shall promptly notify each Requesting Holder in writing of any such action and provided further that the Company shall bear all out-of-pocket expenses incurred by each Requesting Holder or otherwise in connection with such declined or withdrawn Registration Statement. Further, any such declination or withdrawal shall be without prejudice to the rights (if any) of the Requesting Holders immediately to request that such registration be effected as a proposed underwritten offering Demand registration under Article 3. The right of any Holder to have Registrable Securities included in such Registration Statement shall be conditioned upon participation in any underwriting to the extent provided herein. The Company shall not be required to include any Registrable Securities in such underwriting unless the Holders thereof agree to enter into an underwriting agreement in customary form, and upon terms and conditions agreed upon among such Holders, the Company and the underwriter(s), with the underwriter(s) selected by the Company. In the event that the underwriter(s) shall advise the Company in writing thatthat marketing or other factors require a limitation of the number of shares to be underwritten, in its opinionthen the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto. If the underwriters so advise the Company, then, subject to the following sentence, the distribution underwriter(s) may subsequent to such notification exclude some or all of the Registrable Securities from such underwriting and the number of Registrable Securities, if any, that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the number of Registrable Securities which each Holder requested be included in such registration (an "Underwriter Cutback"). No Registrable Securities of any Holder shall be excluded from such underwriting pursuant to an Underwriter Cutback unless all securities proposed to be included in such underwriting (other than the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holderPrimary Securities) shall reduce the amount of securities each intended to distribute through such offering are similarly excluded on a pro rata basisbasis from such underwriting. Except as otherwise provided Nothing in Section 7 hereof, all expenses this Article 4 is intended to diminish the number of such registration shall shares to be borne sold by the Company in such underwriting if its a Company-initiated underwriting. This Section 4 The Company and the underwriter(s) selected by the Company shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then make all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject determinations with respect to the penultimate sentence of timing, pricing and other matters related to the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein provided that no Holder shall be obligated to sell their securities on the same terms any Registrable Securities in such offering and conditions as apply may be withdrawn at any time for any reason, including a disagreement with respect to the securities being issued timing, pricing and sold generally in such underwritingother matters related to the offering.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding registering security holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security of the Company, it will give written notice thereof to all Holders, the Purchaser at least 30 45 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof the Holders owning 50% or more of the Registrable Securities of each class may request. Each Holder desiring to have The Holders owning 50% or more of the Registrable Securities registered under this Section 4 shall of each class may advise the Company in writing within 10 Business Days 20 days after the date of such receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is so requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its reasonable best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding registering security holder would materially and adversely affect the distribution of such securities by the Company or such demanding registering security holder, then all selling security holders (including other than the demanding security holderCompany) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereofNotwithstanding any provision of this Agreement to the contrary, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless Holders and the Demand Holders request to register their Registrable SecuritiesPurchaser, then all Holders collectively, shall be entitled to register their include shares of Registrable Securities in any registration of Stock pursuant to this Section 4, subject 2(b) on a maximum of three occasions. Notwithstanding any provision of this Agreement to the penultimate sentence of contrary, however, the above paragraph immediately preceding rights granted to the Purchaser and the Holders pursuant to this paragraph. If a registration under Agreement including, without limitation, this Section 4 is an underwritten offering2(b), all holders whose Securities are included therein shall be obligated to sell their securities on irrevocably terminated upon the same terms and conditions as apply to the securities being issued and sold generally in such underwritingoccurrence of a Purchaser Breach.

Incidental Registration. If the Company Redhook 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company Redhook pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, ABI at least 30 60 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the CompanyRedhook. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof ABI may request. Each Holder desiring If ABI desires to have Registrable Securities registered under this Section 4 3, it shall advise the Company Redhook in writing within 10 20 Business Days after the date of receipt of such offer from the CompanyRedhook, setting forth the amount and type of such Registrable Securities for which registration is requested. The Company Redhook shall thereupon include in such filing the number and type of shares of Registrable Securities for which registration is so requested, subject to the next sentenceremaining provisions of this paragraph, and shall use its best efforts to effect registration under the Securities Act of such shares. If the lead managing underwriter of a proposed underwritten public offering shall advise the Company in writing Redhook that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company Redhook or such any demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderholder or Redhook or the proceeds to be received by such demanding security holder or Redhook as a result of the distribution of such securities, then all selling security holders (including the securities to be sold by any demanding security holder) holder not contractually entitled to include securities in the offering shall be eliminated from the offering to the extent necessary to avoid such effect. If such reduction does not eliminate the effect, then ABI, Redhook and each demanding security holder contractually entitled to include securities in the offering shall each reduce the amount of securities each intended to distribute be distributed through such offering by such parties on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject basis to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated extent necessary to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in avoid such underwritingeffect.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any similar or successor form for or any other registration statement relating to an exchange offer or offering of securities solely to be offered in a transaction of the type referred to in Rule 145 under the Securities Act Company's existing security holders or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiesemployees), it will give written notice thereof to all Holders, Holders of Warrants or Warrant Stock at least 30 twenty (20) days before the anticipated date of initial filing with the Commission of such Registration Statement, which notice shall set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Securities, as such holders thereof Holders may request. Nothing in this Section 9.4 shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 9.4 at any time prior to the effective date of the registration relating thereto. Each Holder desiring to have Registrable Securities registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharessecurities. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such any demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderholders, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.27 24

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand the initial Registration Statement (and other than any amendments thereto) filed on behalf of the holders of the Series C Convertible Preferred Stock or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of Company, it will give written notice thereof to all Holders, holders of Warrants or Warrant Stock at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such holders thereof may request. Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days 15 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the other than (i) any demanding security holderholder who initially requested such registration and (ii) any security holders whose registration rights granted prior to the date hereof do not provide for such pro rata reduction) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis; PROVIDED, HOWEVER, that Company shall use its best efforts to cause the security holders referred to in clause (ii) above to agree to such pro rata reduction. Except as otherwise provided in Section 7 hereof9.6, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. (i) If the Company at any time after the date hereof, the Company proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement Common Stock under the Securities Act on any form (other than a Demand Registration (A) any registration of public sales or distributions solely by and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees account of the Company of securities issued (x) pursuant to any employee benefit planor similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company, respectivelyor (B) pursuant to Sections 2(a) or (b) hereof), either in connection with a primary offering for cash for the general registration account of securitiesthe Company or a secondary offering, the Company will, each time it will intends to effect such a registration, give written notice thereof to all Holders, Holders of Registrable Securities at least 30 10 business days before prior to the initial filing of a Registration Statement with the Commission SEC pertaining thereto, informing such Holders of its intent to file such Registration StatementStatement and of the Holders' rights to request the registration of the Registrable Securities held by the Holders under this Section 2(c) (the "Company Notice"). Upon the written request of any Holder made within 5 --------------- business days after any such Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder and such Holder's Permitted Transferees and, which notice shall set forth unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise distribution thereof), the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such shares. If Holders to the managing underwriter extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a proposed underwritten registration which is intended to effect a primary offering shall advise for cash for the account of the Company, in accordance with the Company's intended method of distribution) 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 used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in writing that, in its opinionconnection with such registration, the distribution 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 case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on Incidental Registration Statement for the same terms and conditions period as apply to the securities being issued and sold generally delay in registering such underwritingother securities.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any similar or successor form for or any other registration statement relating to an exchange offer or offering of securities solely to be offered in a transaction of the type referred to in Rule 145 under the Securities Act Company's existing security holders or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiesemployees), it will give written notice thereof to all Holders, Holders of Warrants or Warrant Stock at least 30 twenty (20) days before the anticipated date of initial filing with the Commission of such Registration Statement, which notice shall set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be 19 18 registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Securities, as such holders thereof Holders may request. Nothing in this Section 9.4 shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 9.4 at any time prior to the effective date of the registration relating thereto. Each Holder desiring to have Registrable Securities registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharessecurities. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such any demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderholders, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If (i) If, from and after the Company date that is one hundred and eighty (180) days following the Effective Date of Merger, the Buyer at any time proposes to file on its behalf and/or on behalf of any of its security holders other than any Registrable Securities Holder (the "demanding security holders"), ) a Registration Statement registration statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement registration statement on Form F-4, S-4 or S-8 or any successor form for securities to be offered in a transaction ix x xxxxsaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company Buyer pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, the Registrable Securities Holders at least 30 thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the CompanyBuyer or the demanding security holders. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof the Seller may request. Each Holder desiring The Seller shall be entitled to have Registrable Securities registered under this Section 4 withdraw its request at any time before the time that the Registration Statement is declared effective and the offering has commenced. (ii) The Seller shall advise the Company Buyer in writing within 10 Business Days ten (10) business days after the date of receipt of such offer from the CompanyBuyer, setting forth the amount of such Registrable Securities for which registration is requestedrequested and the holders thereof. The Company Buyer shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best commercially reasonable efforts to effect registration under the Securities Act of such shares. If a proposed public offering pursuant to this Section 5(c) is an underwritten offering, and if the managing underwriter of a proposed underwritten offering thereof shall advise the Company Buyer in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company Buyer or such demanding security holder would materially and adversely affect the distribution of such securities by the Company Buyer or such demanding security holder, then all selling security holders (including the demanding security holderholder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis, it being understood that the number of securities offered by the Buyer shall not be subject to any such pro rata reduction. Except as otherwise provided in Section 7 hereof5(e), all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingBuyer.

Incidental Registration. If the Company at any time proposes to file on its own behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than as a Demand Registration and demand registration under Section 2, a registration of securities in connection with a merger, an acquisition, an exchange offer or other than on business combination or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 ("Demanding Security Holder"), shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderDemanding Security Holder, then all selling security the Company shall give priority for inclusion in such registration (a) first, to the Registrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of the managing underwriters, can be sold, pro rata, among the holders thereof based on the number of Registrable Securities owned), (including b) second, to the demanding security holdersecurities, if any, requested to be included in such registration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto, (c) shall reduce third, to the amount of securities each intended the Company proposes to distribute through include in such offering on a pro rata basisregistration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company may desire to include in such registration. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Notwithstanding anything to the contrary in this Section 4 shall 3, if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, the Company for any reason decides not apply to a Qualified Public Offering unless the Demand Holders request to register their securities of the Company, the Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if the Company determines for any reason to delay such registration, the Company may do so by giving written notice of its decision to the holders of Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company Company, at any time or any one or more occasions after the date of this Agreement, proposes to file on its behalf and/or on behalf register (other than pursuant to Section 2.1) any shares of any of its security holders (the "demanding security holders"), a Registration Statement Common Stock under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Demand Registration and other than on a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of forms) the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 15 days' nor more than 90 days' prior written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such holders thereof may requestof its intention to do so. Each Upon the written request of any Holder desiring to have of Registrable Securities registered under this Section 4 shall advise the Company in writing given within 10 Business Days days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be included in registered to be so registered under the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisSecurities Act. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders A request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.2, the penultimate sentence Holders shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are reasonably requested by the representative of the above paragraph immediately preceding this paragraphunderwriters. If a The Company shall have the right to delay, suspend, terminate or withdraw any registration initiated by it under this Section 4 is an underwritten offering2.2 prior to the effectiveness of such registration for any reason whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, all holders whose Securities are if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included therein in the underwriting or registration shall be obligated allocated as set forth in Section 2.5 hereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingeffect a registration required under Section 2.1.

Incidental Registration. If the Company Company, at any time or any one or more occasions after the effective date of this Agreement, proposes to file on its behalf and/or on behalf register (other than pursuant to Section 2.1) any shares of any of its security holders (the "demanding security holders"), a Registration Statement Common Stock under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Demand Registration and other than on a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of forms) the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 15 days’ nor more than 90 days’ prior written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such holders thereof may requestof its intention to do so. Each Holder desiring to have Upon the written request from the Holders of Registrable Securities registered under this Section 4 shall advise the Company in writing given within 10 Business Days twenty (20) days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its commercially reasonable best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be included in registered to be so registered under the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisSecurities Act. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders A request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, 2.3 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.3, the penultimate sentence Holders shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are reasonably requested by the representative of the above paragraph immediately preceding this paragraphunderwriters. If a The Company shall have the right to delay, suspend, terminate or withdraw any registration initiated by it under this Section 4 is an underwritten offering2.3 prior to the effectiveness of such registration for any reason whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, all holders whose Securities are if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included therein in the underwriting or registration shall be obligated allocated as set forth in Section 2.9 hereof. No registration effected under this Section 2.3 shall relieve the Company of its obligation to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingeffect a registration required under Section 2.1 or 2.2.

Incidental Registration. If the Company Subject to Section 4.06, if at any time proposes the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to file the Company's existing stockholders) 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 any selling holders of its security holders (the "demanding security holders"), a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiesits Common Stock to be sold for cash, it will the Company shall each such time promptly give each Stockholder written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statementdetermination setting forth the date on which the Company proposes to file such registration statement, which notice date shall set forth be no earlier than 60 days from the intended method date of disposition such notice, and advising each Stockholder of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring its right to have Registrable Securities registered under this Section 4 shall advise Stock included in such registration. Upon the written request of any Stockholder received by the Company in writing within 10 Business Days no later than 30 days after the date of receipt of such offer from the Company's notice, setting forth 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 Securities for Stock, will exceed the maximum amount of the Company's securities which registration is requested. The 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 thereupon include in such filing be entitled to reduce the number of shares of Registrable Securities for Stock to not less than one-third of the total number of shares in such offering except in the case of the initial firm commitment underwritten public offering of the Company, in which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If case the managing underwriter may reduce the number of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution shares of the Registrable Securities requested Stock to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution offering to zero. Any such reduction of Registrable Stock shall be allocated among all such securities by the Company or such demanding security holder, then all selling security holders Stockholders in proportion (including the demanding security holderas nearly as practicable) shall reduce to the amount of securities Registrable Stock owned by each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses Stockholder at the time of such filing the registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingstatement.

Incidental Registration. The rights of holders of Warrants and/or Warrant Stock under this Section 9.4 shall become effective only on and after the Exercise Date and shall expire on the Expiration Date. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on Statement required under section 9.3 or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit planplan or to existing holders of the Company's debt or equity securities in any exchange or rights offering, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice thereof to all Holders, holders of Warrants or Warrant Stock at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such holders thereof may request. Nothing herein shall preclude the Company from discontinuing the registration of its securities being effected on its behalf or on behalf of the demanding security holders at any time prior to the effective date of the registration relating thereto. Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities shares of Common Stock into which the Warrants are exercisable and the Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling demanding security holders (including other than any selling security holder who requested such registration and the Company (unless such Registration Statement was filed at the request of a demanding security holder)) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof9.6, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company at any time after the ----------------------- Effective 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 Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (a "Registration Statement"), it will ---------------------- give written notice thereof to all Holders, Holders at least 30 days before twenty (20) Business Days prior to the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holderholder who initially requested such registration, but not the Company) shall reduce the amount of securities each intended to distribute be distributed through such offering on a pro rata basisbasis (which reduced amount may be zero). Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively, or to register debt securities) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holderholder who initially requested such registration, but excluding Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company at any time after the ----------------------- Effective 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 Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (a "Registration Statement"), it will ---------------------- give written notice thereof to all Holders, Holders at least 30 days before twenty (20) Business Days prior to the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holderholder who initially requested such registration, but not the Company) shall reduce the amount of securities each intended to distribute be distributed through such offering on a pro rata basisbasis (which reduced amount may be zero). Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by Company. Notwithstanding the provisions of this Section 3, the Holders shall have no right to have any Registrable Securities registered under any Registration Statement filed by the Company in connection with the registration of shares of the Company. This Section 4 shall not apply 's Common Stock that are issued to persons who have received such stock as a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence result of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in conversion of indebtedness of Target held by such underwritingpersons.

Incidental Registration. If the Company Issuer at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or Form S-8 or any similar or successor form or any other registration statement relating to an offering of securities solely to Issuer's existing security holders or employees) to register the offer and sale of its Common Stock in an underwritten offering for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiescash, it will give written notice thereof to all Holders, Holders of Registrable Securities at least 30 10 days before the anticipated date of initial filing with the Commission of such Registration Statement, which notice shall set forth Issuer's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by the CompanyIssuer. The notice shall offer to include in such filing all of the aggregate number of shares of Holder's Registrable Securities as such holders thereof may requestSecurities. Each Holder desiring to have Registrable Securities registered under this Section 4 8.2 shall advise the Company Issuer in writing within 10 Business Days days after the date of receipt of such offer from the CompanyIssuer, setting forth the amount of such Registrable Securities for which registration is requested. The Company Issuer shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such sharessecurities. If the managing underwriter of such a proposed underwritten public offering shall advise the Company Issuer in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company Issuer or such demanding security holder any Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company Issuer or such demanding security holderDemanding Security Holders, then all selling security holders (including the demanding security holderbut not Issuer) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided basis to the greatest aggregate amount which, in Section 7 hereof, all expenses the opinion of such registration shall be borne by managing underwriter, would not materially and adversely affect the Companydistribution of such securities. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to Nothing in this Section 4, subject to 8.2 shall preclude Issuer from discontinuing the penultimate sentence registration of the above paragraph immediately preceding this paragraph. If a registration its securities being effected on its behalf under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply 8.2 at any time prior to the securities being issued and sold generally in such underwritingeffective date of the registration relating thereto.

Incidental Registration. If the Company 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 Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (the "Registration Statement"), it will give written notice thereof to all Holders, the Holder at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof the Holder may request. Each Should the Holder desiring desire to have Registrable Securities registered under this Section 4 2, the Holder shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best commercially reasonable efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such by any demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) Holder shall reduce the amount of securities each it intended to distribute through such offering on a pro rata basisbasis with other holders of Common Stock seeking to have their shares of Common Stock included in the registration. Except as otherwise provided in Section 7 hereof4, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company at any time the Company proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement Common Stock under the Securities Act on any form after the date hereof (other than a Demand Registration in connection with any acquisition or business combination transaction and other than on in connection with stock options and employee benefit plans and compensation) either in connection with a Registration Statement on Form S-4 or S-8 or any successor form primary offering for securities to be offered in a transaction cash for the account of the type referred to in Rule 145 under the Securities Act Company, a secondary offering or to employees of a combined primary and secondary offering, the Company pursuant will, each time it intends to any employee benefit planeffect such a registration, respectively) for the general registration of securities, it will give written notice thereof a Company Notice to all Holders, Holders whose Termination Date shall not have occurred at least 30 days before 15 Business Days prior to the initial filing of a registration statement with the Commission SEC pertaining thereto, informing such Holders of its intent to file such Registration Statementregistration statement and of the Holders' right to request the registration of the Registrable Securities held by the Holders. Upon the written request of one or more of the Holders made within 10 business days after any such Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by each such Holder, which notice shall set forth and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise distribution thereof), the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its reasonable best efforts to effect the registration under the Securities Act of such shares. If all Registrable Securities, which the managing underwriter Company has been so requested to register by one or more Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a proposed underwritten registration which is intended to effect a primary offering shall advise for cash for the account of the Company, in accordance with the Company's intended method of distribution) 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 registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in writing that, in its opinionconnection with such registration, the distribution Company shall determine for any reason not to register or to delay such registration of the securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on statement for the same terms and conditions period as apply to the securities being issued and sold generally delay in registering such underwriting.other securities. (e)

Incidental Registration. If the Company at any time proposes to ----------------------- file on its own behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than as a Demand Registration and demand registration under Section 2, a registration of securities in connection with a merger, an acquisition, an exchange offer or other than on business combination or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 ("Demanding Security Holder"), shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderDemanding Security Holder, then all selling security the Company shall give priority for inclusion in such registration (a) first to the Registrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of the managing underwriters, can be sold, pro rata, among the holders thereof based on the number of Registrable Securities owned), (including b) second, to the demanding security holdersecurities, if any, requested to be included in such registration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto, (c) shall reduce third, to the amount of securities each intended the Company proposes to distribute through include in such offering on a pro rata basisregistration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company may desire to include in such registration. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Notwithstanding anything to the contrary in this Section 4 shall 3(a) if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, Company for any reason decides not apply to a Qualified Public Offering unless the Demand Holders request to register their securities of Company, Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if Company determines for any reason to delay such registration, Company may do so by giving written notice of its decision to the holders of Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice thereof to all Holders, holders of Warrants or Warrant Stock at least 30 sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of Warrants and shares of Registrable Securities Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such holders thereof may request. Nothing herein shall preclude the Company from discontinuing the registration of its securities being effected on its behalf at any time prior to the effective date of the registration relating thereto. Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrants and Warrant Stock registered under this Section 4 8.4 shall advise the Company in writing within 10 Business Days 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrants and Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrants and Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Warrants and shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities shares of Common Stock into which the Warrants are exercisable and the Warrants and Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling demanding security holders (including other than any selling security holder who requested such registration and the Company (unless such Registration Statement was filed at the request of a demanding security holder)) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof8.6, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company 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 Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company Holdco or any of its subsidiaries pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 days 15 Business Days before the initial filing with the Commission of such Registration Statementregistration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the CompanyHoldco. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company Holdco in writing within 10 Business Days after the date of receipt of such offer from the CompanyHoldco, setting forth the amount of such Registrable Securities for which registration is requested. The Company Holdco shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use provided that Holdco may in its best efforts sole discretion determine to effect registration under the Securities Act of abandon any such sharesregistration. If the managing underwriter of a proposed underwritten public offering shall advise the Company Holdco in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company Holdco or such demanding security holder would materially and adversely affect the distribution of such securities by the Company Holdco or such demanding security holder, then all selling security holders (including the demanding security holderholder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisbasis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwritingHoldco.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (a "Secondary Offering"), it will give written notice thereof to all Holders, Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company 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 Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (an "Incidental Registration Statement"), it will give written notice thereof to all Holders, Holders at least 30 15 days before the initial filing with the Commission SEC of such Incidental Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderCompany, then all selling security holders (including the demanding security holder) with incidental registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 The Company shall not apply have the right to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration terminate or withdraw any Registration Statement initiated under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply 3 prior to the securities being issued and sold generally effectiveness of such Registration Statement whether or not the Holders have elected to include Registrable Securities in such underwritingRegistration Statement.

Incidental Registration. If the Company at any time proposes to file on ----------------------- its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction trans action of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. .Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company, the other security holders of the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Company, the other security holders of the Company or such demanding security holderDemanding Security Holder, then all selling security holders (including the demanding security holderHolder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company at any time commencing one year after the Closing Date proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders"), ) a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock (as defined in Section 3(a)(11) of the Exchange Act) of Company, it will give written notice thereof to all Holders, Holders of Warrants or Holders of Warrant Stock at least 30 15 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such holders thereof may request. Each Holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, and shall use provided that Company may, in its best efforts sole discretion, determine to effect registration under the Securities Act of abandon any such sharesregistration. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) Holders of Warrant Stock shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof9.6, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. (a) If the Company at any time proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement equity securities under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 registration (i) relating to shares of Common Stock issuable upon exercise of employee stock options or S-8 in connection with any employee benefit or any successor form for securities to be offered similar plan of the Company or (ii) in connection with an acquisition by the Company of another company) in a transaction manner which would permit registration of Registrable Securities for sale to the type referred to in Rule 145 public under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiesAct, it will shall each such time, subject to the provisions of Section 5.01(b), give prompt written notice thereof to all Holdersholders of record of Registrable Securities of its intention to do so and of such holders' rights under this Section 5.01, at least 30 days before prior to the initial anticipated filing with date of the Commission of Registration Statement relating to such registration. Such notice shall offer all such holders the opportunity to include in such Registration Statement, Statement such number of Registrable Securities as each such holder may request. Upon the written request of any such holder made within 20 days after the receipt of the Company's notice (which notice request shall set forth specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise thereof), the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect the registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise all Registrable Securities which the Company in writing that, in its opinion, the distribution of the Registrable Securities has been so requested to be included in the registration concurrently with the securities being registered register by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderholders thereof; PROVIDED, then all selling security holders that (including the demanding security holderx) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of if such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is involves an underwritten offering, all holders whose of Registrable Securities are requesting to be included therein shall be obligated to in the Company's registration must sell their securities Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company; and (y) if, at any time after giving written notice of its intention to register any securities being issued pursuant to this Section 5.01(a) and sold generally prior to the Effective Date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 5.01(a) involves an underwritten public offering, any holder of Registrable Securities requesting to be included in such underwritingregistration may elect, in writing prior to the date of the final "preliminary prospectus" circulated in connection with the offering of the Registration Statement filed in connection with such registration, not to register such Registrable Securities in connection with such registration. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.01. However, each holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 5.01.

Incidental Registration. If the Company 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 Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or in connection with an exchange offer, or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 days before the initial filing with the Commission of such Registration Statementregistration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best commercially reasonable efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holderholder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro pro-rata basis. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(1 1) of the Exchange Act) of Company, it will give written notice thereof to all Holders, holders of Warrants or Warrant Stock at least 30 60 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing any or all of the aggregate number of shares of Registrable Securities Warrant Stock then outstanding and any or all of the shares of Common Stock for which this Warrant is then exercisable, as such holders thereof may request. Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by Company or any selling stockholders, then the Company or and each prospective seller may sell that proportion of the shares of Common Stock to be sold in the proposed distribution which the number of shares of Common Stock proposed to be sold by such demanding security holder, then prospective seller bears to the aggregate number of Common Stock proposed to be sold by all selling security holders (prospective sellers including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisCompany. Except as otherwise provided in Section 7 hereof9.6, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4 of this Agreement) proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement Common and/or 13.75% Preferred Stock under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 for sale to the public, whether for its own account or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general account of other shareholders or both (except with respect to registration of securitiesstatements on Forms X-0, X-0 or such other form which is not available for registering Common or 13.75% Preferred Stock for sale to the public), each such time it will shall give written notice thereof to all Holders, at least 30 the Apollo Investors and the Management Persons of its intention so to do. Upon the written request of the Apollo Investors or any Management Person received by the Company within 20 days before after the initial filing with giving of any such notice by the Commission Company to register any of such Registration Statement, their Common and/or 13.75% Preferred Stock (which notice request shall set forth state the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise thereof), the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect cause the Common and/or 13.75% Preferred Stock as to which registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities 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 Selling Investors (in accordance with its written request), of such Common and/or 13.75% Preferred Stock so registered. Alternatively, the Company may include such Common and/or 13.75% Preferred Stock in a separate registration statement to be filed concurrently with the registration statement for the securities being registered to be filed by the Company Company. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common and/or 13.75% Preferred Stock for the account of the Company, the number of Registrable Securities to be included in such demanding security holder would materially and adversely affect underwritten pubic offering may be reduced if the distribution of such securities by managing underwriter advises the Company or that the inclusion of all such demanding security holder, then all selling security holders Common and/or 13.75% Preferred Stock proposed to be included in such registration would interfere with the successful marketing (including pricing) of the demanding security holder) shall reduce Common Stock and/or 13.75% Preferred Stock to be offered thereby, in which event the amount number of securities each intended shares of Common and/or 13.75 Preferred Stock proposed to distribute through such offering on a pro rata basis. Except as otherwise provided be included in Section 7 hereof, all expenses of such registration shall be borne by allocated among the Company. This Section 4 shall not apply to a Qualified Public Offering unless Company and the Demand Holders request to register their Registrable SecuritiesSelling Investors proportionately, then all Holders such that the number of shares that the Company and the Selling Investors shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein sell shall be obligated to sell their securities on included in the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.following order:

Incidental Registration. If the Company at any time proposes to file ----------------------- on its own behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders"), ) a Registration Statement under the Securities Act on any form (other than as a Demand Registration and demand registration under Section 2, a registration of securities in connection with a merger, an acquisition, an exchange offer or other than on business combination or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 4 3 ("Demanding Security Holder"), shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderDemanding Security Holder, then all selling security the Company shall give priority for inclusion in such registration (a) first to the Registrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of the managing underwriters, can be sold, pro rata, among the holders thereof based on the number of Registrable Securities owned), (including b) second, to the demanding security holdersecurities, if any, requested to be included in such registration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto, (c) shall reduce third, to the amount of securities each intended the Company proposes to distribute through include in such offering on a pro rata basisregistration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company may desire to include in such registration. Except as otherwise provided in Section 7 hereof5, all expenses of such registration shall be borne by the Company. This Notwithstanding anything to the contrary in this Section 4 shall 3(a) if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, Company for any reason decides not apply to a Qualified Public Offering unless the Demand Holders request to register their securities of Company, Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if Company determines for any reason to delay such registration, Company may do so by giving written notice of its decision to the holders of Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If (i) The Borrower shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the Company at any time proposes to file on its behalf and/or on behalf filing of any of its security holders (the "demanding security holders"), a Registration Statement registration statement under the Securities Act on for purposes of a public offering of securities of the Borrower (including, but not limited to, registration statements relating to secondary offerings of securities of the Borrower, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 such registration statement all or any successor form for securities part of the Registrable Securities held by it shall, within twenty (20) days after the above-described notice from the Borrower, so notify the Borrower in writing, and the Borrower shall use its best efforts to cause to be offered in a transaction of the type referred to in Rule 145 registered under the Securities Act or to employees all of the Company pursuant Registrable Securities that each such Holder has so requested to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which be Registered. Such notice shall set forth state the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as by such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraphHolder. If a Holder decides not to include all of its Registrable Securities in any registration under this Section 4 is an underwritten offeringstatement thereafter filed by the Borrower, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Borrower with respect to offerings of its securities, all holders whose Securities are included therein shall be obligated to sell their securities on upon the same terms and conditions as apply to the securities being issued and sold generally in such underwritingset forth herein.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or 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 Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectivelyform) for any class that is the general registration of securitiessame or similar to Registrable Securities, it will give written notice thereof to all Holders, holders of Registrable Securities at least 30 thirty (30) days before the initial filing with the Commission of such Registration Statementregistration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall and offer to include in such filing the aggregate number of shares of such Registrable Securities as such holders thereof Holders may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 4 shall 6.02 will advise the Company in writing within 10 Business Days thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall will thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect registration under the Securities Act of such shares. If Registrable underwriter or underwriters, if any, of such offering deliver a written opinion to the managing underwriter Holders of a proposed underwritten such Registrable Securities that the success of the offering shall advise the Company in writing that, in its opinion, the distribution would be materially and adversely affected by inclusion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holderincluded, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through be offered for the 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 included in such offering on a pro rata basis. Except to the amount recommended by such managing underwriter or underwriters; provided, that if securities are being offered for the account of other Persons as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by well as the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.,

Incidental Registration. If (i) If, during the Registration Period, the Company at any time or from time to time proposes to file on its behalf and/or on behalf with the Commission a registration statement under the Act with respect to any proposed distribution of any of its security holders (the "demanding security holders"), a Registration Statement under the Securities Act on any form securities (other than a Demand Registration and other than on a Registration Statement registration to be effected on Form S-4 or S-4, S-8 or other similar limited purpose form), whether for sale for its own account or for the account of any successor form for other person holding registration rights with respect to the securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company, then the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give written notice thereof of such proposed filing to all Holders, the holders of Registrable Stock at least 30 thirty (30) days before the initial anticipated filing with the Commission of date, and such Registration Statement, which notice shall set forth describe in detail the intended method of disposition of proposed registration and distribution (including those jurisdictions where registration or qualification under the securities proposed to be registered by the Company. The notice or blue sky laws is intended) and shall offer the holders of Registrable Stock the opportunity to include in register such filing the aggregate number of shares of Registrable Securities Stock as such the holders thereof of Registrable Stock may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise Upon receipt by the Company in writing within 10 Business Days after by the anticipated filing date of receipt of such offer written requests from the CompanyParticipating Holders of Registrable Stock for the Company to register their Registrable Stock, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include permit, or in such filing the number event of shares of Registrable Securities for which registration is so requestedan underwritten offering, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If cause the managing underwriter or underwriters of a such proposed underwritten offering shall advise the Company in writing that, in its opinionto permit, the distribution of the Registrable Securities requested Participating Holders to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of include such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through in such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply any similar securities of the Company included therein; provided, however, that if in the opinion of the managing underwriter or underwriters of such offering, the inclusion of the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering would interfere, hinder, delay, reduce or prevent the effectiveness or sale of the Company's shares of Common Stock proposed to be so registered or would otherwise adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Company and each holder of Common Stock (including without limitation Registrable Stock) or securities convertible into or exercisable for Common Stock proposed to be registered (other than any persons exercising demand registration rights) shall be reduced (or eliminated) in proportion to their respective values to the extent necessary to reduce the total amount of securities being issued and sold generally to be included in such underwritingoffering on behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Participating Holders, (i) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock.

Incidental Registration. If the Company 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 under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of Company, it will give written notice thereof to all Holders, holders of Warrants or Warrant Stock at least 30 60 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such holders thereof may request. Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 4 9.4 shall advise the Company in writing within 10 Business Days 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the other than any demanding security holderholder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. If the Company Company, at any time or any one or more occasions after the date of this Agreement, proposes to file on its behalf and/or on behalf of register (other than pursuant to Section 2. 1) any of its security holders (the "demanding security holders"), a Registration Statement equity securities under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Demand Registration and other than on a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of public at large), the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 30 days' nor more than 90 days' prior written notice thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such holders thereof may requestof its intention to do so. Each Upon the written request of any Holder desiring to have of Registrable Securities registered under this Section 4 shall advise the Company in writing given within 10 Business Days 20 days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be included in registered to be so registered under the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisSecurities Act. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders A request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.2, the penultimate sentence Holders shall enter into such underwriting, lockup and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering, provided that in no event shall a Holder of Registrable Securities be subject to a limitation or sale or distribution that is larger than that to which any other security holder whose securities are included on the above paragraph immediately preceding this paragraphregistration is subject to. If a The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 is an underwritten offering2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, all holders whose Securities are if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included therein in the underwriting or registration shall be obligated to sell their securities on the same terms and conditions allocated as apply set forth in Section 2.5 hereof. If adverse tax consequences to the securities being issued Holders might result from exercise of the Warrants and sold generally in the subsequent sale of the Registrable Securities acquired pursuant to the Warrants, the Company will use its best efforts to cause any underwriter of any underwritten registration to purchase or exercise such underwritingWarrants or portion thereof as may be proferred by the Holders thereof so that the holder may sell the Warrants or a portion thereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect the registration required under Section 2.1.

Incidental Registration. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders"), “Demanding Security Holders”) a Registration Statement registration statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to the Company's employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to the Common Stock, it will give written notice thereof to all Holders, the Registered Holder at least 30 days before the initial filing with the Commission of such Registration Statementthe registration statement, which notice shall set forth the intended method of disposition of the securities proposed that the Company proposes to be registered by the Companyregister. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof the Registered Holder may request. Nothing in this Section 5B shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5B at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall notify the Registered Holder of such discontinuation of the registration. Each Registered Holder desiring to have Registrable Securities registered under this Section 4 5B shall advise the Company in writing within 10 Business Days 20 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requestedasked. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requestedasked, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter or underwriters of a the proposed underwritten public offering shall advise the Company in writing that, in its their good faith opinion, the distribution number of securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration (3) first, the securities to be included in such registration by the holder or holders initiating the registration and (4) the Registrable Securities requested to be included in such registration by the registration concurrently with the Registered Holder and securities being registered proposed to be sold by the Company for its own account or requested to be included in such demanding security holder would materially and adversely affect the distribution of such securities registration by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a other than the Registered Holder (pro rata basisbased on the number of securities proposed to be sold by all holders and the Company). Except as otherwise provided in Section 7 hereof5D, the Company shall bear all expenses of such registration. If any registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 45B is underwritten, subject the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. The Company has not entered into, and on or after the date of this Warrant, will not enter into, any agreement that is inconsistent with the rights granted to the penultimate sentence Registered Holder in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holder under this Warrant do not in any way conflict with and are not inconsistent with the rights granted to the holders of the above paragraph immediately preceding Company's other issued and outstanding securities under any such agreements. Without limiting the generality of the foregoing, the Company shall not grant to any Person the right to request it to register any of its securities under the Securities Act unless the rights so granted are not in conflict with or inconsistent with the provisions of this paragraphWarrant. If Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the 10 day period before, and during the 60 day period beginning on, the closing date of each underwritten offering by the Company made pursuant to a registration under statement filed pursuant to this Section 4 is an 5B or Section 5A (except as part of such underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on registration) whether or not the same terms and conditions as apply to the securities being issued and sold generally holder participates in such underwritingregistration; and, except as may be required under agreements that the Company enters into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act.

Incidental Registration. If the Company 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 Demand Registration and other than on in connection with the Initial Public Offering, a Registration Statement on Form S-4 or S-8 or any successor form for securities substituting therefor) with respect to be offered in a transaction an offering of the type referred to in Rule 145 under the Securities Act or to employees any class of security by the Company pursuant to any employee benefit plan, respectively) for its own account or for the general registration account of securitiesany of its security holders, it will then the Company shall give written notice thereof of such proposed filing to all Holders, at least 30 the holders of the Registrable Securities as soon as practicable (but in no event less than thirty days before the initial anticipated filing with the Commission of date), and such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer such holders the opportunity to include in register such filing the aggregate number of shares of Registrable Securities as each such holders thereof holder may request. Each Holder holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 subsection 2(b) shall so advise the Company in writing within 10 Business Days 15 days after the date of receipt of such offer notice from the Company, setting Company (which request shall set forth the amount number of such Registrable Securities for which registration is requested). The Company shall thereupon include in such filing the number of shares of Registration Statement all such Registrable Securities for which so requested to be included therein, and, if such registration is so requestedan Underwritten Registration, subject to the next sentenceCompany, and shall use its it best efforts to effect registration under the Securities Act of such shares. If cause the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of or underwriters to permit the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through statement for such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall to be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities (on the same terms and conditions as apply similar securities of the Company included therein to the extent appropriate); PROVIDED, HOWEVER, that if the managing underwriter or underwriters of such offering deliver a written opinion to the holders of such Registrable Securities that the total number of securities being issued and sold generally that the Company, the holders of Registrable Securities, or such other persons propose to include in such underwriting.offering is such that the success of the offering would be materially and adversely affected by inclusion of the securities requested to be included, then the amount of securities to be offered for the accounts of the Company, the holders of Registrable Securities and other holders registering securities pursuant to registration rights shall be allocated as follows:

Incidental Registration. If the Company at any time (other than pursuant to Section 8(b) or (d) hereof) proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders"), a Registration Statement securities under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 for sale to the public, whether for its own account or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general account of other security holders or both (except with respect to registration of securitiesstatements on Forms X-0, X-0 or another form not available for registering the Securityholder Shares for sale to the public), each such time it will give written notice thereof to all Holdersholders of Securityholder Shares of its intention so to do. Upon the written request of any holder of Securityholder Shares, received by the Company within thirty (30) days after the giving of any such notice by the Company, to register any of its Securityholder Shares (whether or not such Securityholder Shares are issued or outstanding at least 30 days before the initial filing with the Commission of such Registration Statementtime), in whole or in part (which notice request shall set forth state the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise thereof), the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect cause the Securityholder Shares as to which registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities have been so requested to be included in the registration concurrently with the securities being registered to be covered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended registration statement proposed to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne 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 Securityholder Shares so registered. This Section 4 shall not apply to a Qualified Public Offering unless In the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities event that any registration pursuant to this Section 48(c) shall be, subject in whole or in part, an underwritten public offering of Securities, the number of Securityholder Shares to be included in such an underwriting may be reduced, in whole or in part, (pro rata among the requesting holders of Securityholder Shares based upon the number of Securityholder Shares owned by such holders) if and to the penultimate sentence extent that the managing underwriter shall be of the above paragraph immediately preceding this paragraphopinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of Securityholder Shares shall not be reduced below thirty percent (30%) of the aggregate number of shares offered by the Company and the requesting holders of Securityholder Shares. If a Notwithstanding the foregoing provisions, the Company may withdraw any registration under statement referred to in this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply 8(c) without thereby incurring any liability to the securities being issued and sold generally in such underwritingholders of Securityholder Shares.

Incidental Registration. If For the period of one (1) year following the acquisition of the Shares by the Holder, if the Company at any time proposes to file on its behalf and/or on behalf of register any of its securities under the 33 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 not available for registering the "demanding security holders"Shares for sale to the public), a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, each such time it will give written notice thereof to all Holders, at least 30 days before the initial filing with the Commission Holder of such Registration Statementits intent, which notice shall set forth include a list of the jurisdictions in which the Company intends to qualify the Shares under the applicable state securities laws. Upon the written request of Holder, given within 10 days after receipt of notice from the Company, to register any of his Shares (which request shall state the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise disposition), the Company in writing within 10 Business Days after will cause the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for Shares as to which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is have been so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the securities to be covered by the registration concurrently with the securities being registered statement proposed to be filed by the Company to the extent requisite to permit the sale or such demanding security holder would materially and adversely affect the distribution of such securities other disposition by the Company or such demanding security holder, then all selling security holders Holder (including in accordance with its written request) of the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basisShares so registered. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders Holder shall be entitled to register their Registrable Securities one exercise of the piggyback registration rights provided in this Section 2. In the event that any registration pursuant to this Section 42 shall be, subject in whole or in part, an underwritten public offering of Common Stock, any request by Holder pursuant to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 2 to register its Shares shall specify that either: (i) the Shares is an underwritten offering, all holders whose Securities are to be included therein shall be obligated to sell their securities in the underwriting on the same terms and conditions as apply the shares of Common Stock otherwise being sold through underwriters under such registration; or (ii) the Shares is to be sold in the open market without any underwriting. The number of shares to be included in the underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that inclusion would adversely affect the marketing of the securities being issued to be sold by the Company. Notwithstanding anything to the contrary contained in this Section 2, in the event that there is a firm commitment underwritten offering of securities of the Company pursuant to a registration covering shares of the Company's common stock and sold generally the Holder does not elect to sell his securities to the underwriters of the Company's securities in connection with such underwritingoffering, the Holder shall refrain from selling any of his withheld Shares so registered pursuant to this Section 2 during the period of distribution of the Company's securities by the underwriters and the period in which the underwriting syndicate participates in the after-market; provided, however, that Holder shall, in any event, be entitled to sell his Shares in connection with the registration commencing on the 90th day after the effective date of the registration statement.