Common use of Incidental Registration Clause in Contracts

Incidental Registration. If the Company, for itself or any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its best all commercially reasonable efforts as soon as practicable thereafter (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder 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 as a group to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration holders of Restricted Stock based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the CompanyCompany at any time following the Effective Date, for itself or proposes to register any of its security holders other than pursuant to a Requested Registrationsecurities, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the a registration of an offer, sale statement on Form S-8 or other disposition of any successor form for securities solely to be offered to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an any employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretoon form F-4 or any other successor form), for its own account or for the account of any other person, it shall give notice to the Holders of such intention. In such event, upon Upon the written request of any Holder Holders, given within 20 twenty (20) days after the receipt of any such notice, subject to Section 2.2(b), the Company shall use its best efforts include in such registration all of the Registrable Shares indicated in such request, so as soon as practicable thereafter to cause permit the disposition of the shares so registered in the manner requested by the Holders. Notwithstanding any Registrable Securities specified other provision of this Section 2, with respect to an underwritten public offering by such Holder the Company, if the managing underwriter advises the Company in writing that marketing or other factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by the Holders and by other shareholders of the Company who are entitled to have their shares included in such registration, pro rata among them to the extent necessary to satisfy such limitation. To the extent Registrable Shares are excluded from such underwriting, the Holders shall agree not to sell their Registrable Shares included in the registration statement (an "Incidental Registration")for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to enable the Holders to complete the distribution and resale of their Registrable Shares. If a Holder desires to include less than all Registrable Securities held by it in any Incidental RegistrationNotwithstanding the provisions of this Section 2, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw at any Incidental Registration initiated by time after it under this Section 2.3 prior shall have given notice to the effectiveness Holders, to elect not to file any such proposed registration statement; provided, however, that each key officer and director of the Company and each person who, at the time of the proposed filing of such registrationpublic offering, whether beneficially owns 1% or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses more of such terminated or withdrawn registration the outstanding capital stock of the Company, on a fully-converted, fully-diluted basis, shall be borne by enter into the Company in accordance with Section 2.4same agreement.

Incidental Registration. If Each time the Company, for itself or any of its security holders other than pursuant Company shall determine to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect file a registration statement under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (ion From S-8 or Form S-4) in connection with the proposed offer and sale for money of any of its securities by it or by any of its securities holders, the company will give written notice of its determination to all holders of Registrable Stock. Upon written request of a holder of any Registrable Stock, the Company will cause all such Registrable Stock, the holders of which have so requested registration of an offerthereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition of securities solely to employees of, by the prospective seller or other Persons providing services to, the Company or any subsidiary sellers of the Company pursuant Registrable Stock to an employee or similar benefit plan or (ii) be so registered in connection accordance with a merger, acquisition or other transaction the terms of the type described in Rule 145 under proposed offering. If the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject is to Section 2.2(b)cover an underwritten distribution, the Company shall use its best efforts as soon as practicable thereafter to cause any the Registrable Securities specified Stock requested for inclusion pursuant to this Section 11(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the amount of the Registrable Stock to be included in the offering shall be reduced and the Registrable Stock and the other shares to be offered shall participate in such offering as follows: the shares to be sold by such Holder the company, the Registrable Stock to be included in such registration statement (an "Incidental Registration"). If a Holder desires offering and the other shares of Common Stock to include less than all Registrable Securities held by it be included in any Incidental Registration, then such Holder offering shall nevertheless continue to have the right to include any remaining Registrable Securities each be reduced pr rata in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior proportion to the effectiveness number of shares of Common Stock proposed to be included in such offering by each holder of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne shares and by the Company in accordance with Section 2.4Company.

Incidental Registration. If Subject to Section 13(f) of this Agreement, if the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the holders of Restricted Stock invoking the rights under this Section 5 on a pro rata basis based on the total number of shares of Restricted Stock held by such Holder holders; and third, to any stockholder of the Company (other than such holders) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration. In no event will shares of any other selling stockholder be included in such registration statement that would reduce the number of shares which may be included by holders of Restricted Stock without the written consent of the holders of not less than sixty-six and two-thirds percent (an "Incidental Registration")66 2/3%) of the Restricted Stock proposed to be sold in the offering. If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 underwriter, delivered at least ten (10) business days prior to the effectiveness effective date of the registration statement. Any shares of Restricted Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationholder, whether or not the estates and family members of any Holder has elected such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to include Registrable Securities be a single holder, and any pro rata reduction with respect to such holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Incidental Registrationholder, as defined in this sentence. The Registration Expenses of such terminated or withdrawn registration shall be borne by Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering Restricted Stock or Founders Stock, as the case may be, for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock and sale of any shares Founders Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock or Founders Stock, as the case may be, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock and Founders Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such Restricted Stock and Founders Stock so registered. In the event that any Registrable Securities specified registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the Company and the managing underwriter determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares of Restricted Stock and Founders Stock that may be included in the offering shall be allocated first, to the Company; second, to the Investors, the Management Investors and Founder requesting to register shares of Restricted Stock in such underwritten public offering on a pro rata basis based on the total number of shares of Restricted Stock held by the Investors, the Management Investors and Founder requesting to register shares in such Holder underwritten public offering; third, to Founder in respect of Founders Stock requested to be registered in such underwritten public offering by Founder; and fourth, to any other stockholders of the Company; provided, however, that in no event may less than one-third (1/3) of the total number of shares of Common Stock to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior offering be allocated to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Investors.

Incidental Registration. If Each time the Company, Company shall determine to file a registration statement under the Securities Act (other than on Form S-8 or Form S-4) in connection with the proposed offer and sale for itself money of any of its securities by it or by any of its security holders, the Company will give written notice of its determination to all holders other than pursuant to of Registrable Stock. Upon the written request of a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale holder of any shares Registrable Stock, the Company will cause all such Registrable Stock, the holders of its capital stock or other securities (other than (i) which have so requested registration thereof, to be included in such registration statement, all to the registration of an offer, extent requisite to permit the sale or other disposition of securities solely to employees of, by the prospective seller or other Persons providing services to, the Company or any subsidiary sellers of the Company pursuant Registrable Stock to an employee or similar benefit plan or (ii) be so registered in connection accordance with a merger, acquisition or other transaction the terms of the type described in Rule 145 under proposed offering. If the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject is to Section 2.2(b)cover an underwritten distribution, the Company shall use its best efforts as soon as practicable thereafter to cause any the Registrable Securities specified Stock requested for inclusion pursuant to this Section 11(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the amount of the Registrable Stock to be included in the offering shall be reduced and the Registrable Stock and the other shares to be offered shall participate in such offering as follows: the shares to be sold by such Holder the Company, the Registrable Stock to be included in such registration statement (an "Incidental Registration"). If a Holder desires offering and the other shares of Common Stock to include less than all Registrable Securities held by it be included in any Incidental Registration, then such Holder offering shall nevertheless continue to have the right to include any remaining Registrable Securities each be reduced pro rata in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior proportion to the effectiveness number of shares of Common Stock proposed to be included in such offering by each holder of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne shares and by the Company in accordance with Section 2.4Company.

Incidental Registration. If the Company, for itself or any of its security holders other than pursuant to a Requested Registration▇▇▇▇, at any time after proposes to (a) register any of its newly issued securities for primary sale in an underwritten offering, or (b) register for resale outstanding securities of Puyi previously issued to a third party in a private placement in such aggregate number that at the first anniversary time of such issuance equals or exceeds thirty percent (30%) of ▇▇▇▇’s then total issued and outstanding shares, it shall give notice to each of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder Fanhua Parties of such undertaking at least 30 days prior to the filing of a registration statement relating theretointention. In such event, upon Upon the written request of any Holder a Fanhua Party, given within 20 twenty (20) days after the receipt of any such notice, subject Puyi shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the Registrable Shares so registered, at the expense of ▇▇▇▇, provided that all underwriting commissions shall be paid by the parties selling shares with respect to their shares sold. Notwithstanding any other provision of this Section 2.2(b)5.3, if the Company shall use its best efforts as soon as practicable thereafter registration is underwritten and the managing underwriter advises Puyi that marketing factors require a limitation of the number of shares to cause any Registrable Securities specified by such Holder to be underwritten, then the number of Puyi Exchange Shares that may be included in such registration statement shall be reduced as required by the underwriters, and the securities to be registered in such registration shall be allocated as follows: first, securities proposed to be sold by Puyi or resold by such third party, as applicable, shall be registered; and second, the Registrable Shares requested to be registered by the Fanhua Parties shall be registered, (an "Incidental Registration"such Registrable Shares to be divided among the Fanhua Parties, on a pro rata basis, based on the total number of Registrable Shares requested to be registered). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate Puyi may postpone or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the filing or the effectiveness of such registration, whether or not an incidental registration at any Holder has elected to include Registrable Securities time in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4its sole discretion.

Incidental Registration. 3.1 If the Company, for itself or Company at any of its security holders time proposes to register (other than a registration of securities to be offered to employees, directors or consultants pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect benefit plan on Form S-8 or a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition an exchange offer or other transaction any acquisition) any of the type described in Rule 145 under the Securities Act or a comparable or successor ruleits securities, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company it shall notify give notice to each Holder of such undertaking intention at least 30 thirty (30) days prior to the filing of a such registration statement relating theretostatement. In such event, upon Upon the written request of any Holder within 20 twenty (20) days after the receipt of any such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included include in such registration statement (an "Incidental Registration"). If all of the Registrable Securities indicated in such request, so as to permit the disposition of the shares so registered. 3.2 Notwithstanding any other provision of this Section 3, in the event that the Company is undertaking a registration of its securities other than pursuant to a Demand under Section 2 of this Agreement and the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first shares held by any shareholders other than the Holders, then shares held by the Holders pro rata to their respective shareholdings in the Company, provided that in the event that a Holder desires does not wish to include less than all Registrable Securities held by the full pro rata amount of shares it could include in any Incidental Registrationthe relevant registration, then such Holder the remaining Holders shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon such registration an amount of shares equal to their pro rata portion plus the terms and conditions set forth herein. The Company shall have amount of the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of other Holder's pro rata portion that such registration, whether or not any Holder has elected chosen not to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by include; and then shares which the Company in accordance with Section 2.4may wish to register for its own account.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the CompanyCompany at any time (other than pursuant to Section 2) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for itself its own account or any for the account of its security holders other than pursuant or both (except with respect to a Requested Registrationregistration statements on Forms ▇-▇, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company ▇-▇ or any subsidiary of other Form not available for registering the Company pursuant Restricted Stock for sale to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commissionpublic), then on each such occasion the Company shall notify each Holder will give written notice to all holders of such undertaking at least 30 days prior outstanding Restricted Stock of its intention so to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 days 10 Business Days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its best commercially reasonable efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the lawful sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders of Restricted Stock based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth hereinto the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any executive officer or director of the Company. The Notwithstanding the foregoing provisions, the Company shall have the right may at any time decline to terminate file or withdraw any Incidental Registration initiated by it under registration statement referred to in this Section 2.3 prior 3 without thereby incurring any liability to the effectiveness holders of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Restricted Stock.

Incidental Registration. If After the CompanyIPO, for itself or any of its security holders other than pursuant to a Requested Registration, if the Company at any time after the first anniversary of the date hereof and through the fifth anniversary (other than on Forms S-4 or S-8 or any successors to such forms, pursuant to Section 5.1 hereof, undertakes ) proposes to effect a registration register any Company Common Stock under the Securities Act for sale to the public (which, for this purpose shall include the registration generally of the offering and sale of any shares securities under a universal shelf registration statement), each such time it will give written notice to Parent of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder Parent, received by the Company within 20 15 days after the receipt giving of any such notice, subject to Section 2.2(b)notice by the Company, the Company shall will use its best efforts as soon as practicable thereafter to cause shares of Company Common Stock held by Parent or any Registrable Securities specified Subsidiary of Parent as to which registration shall have been so requested to be included in the securities to be covered by such Holder registration statement (the "Incidental Registration Statement") proposed to be filed by the Company. In the event that any registration pursuant to this Section 5.2 shall be, in whole or in part, an underwritten public offering, the number of such shares held by Parent to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of those securities to be sold by the Company therein. In the event other holders of shares of Company Common Stock also have registration statement (an "Incidental Registration"). If rights as a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then result of the filing of such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon Statement, any such reduction shall be done pro rata with such other holders. Notwithstanding the terms and conditions set forth herein. The foregoing provisions, the Company shall have the right to terminate or may withdraw any Incidental Registration initiated by it under Statement referred to in this Section 2.3 prior without thereby incurring any liability to the effectiveness Parent, if the Board of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses Directors of such terminated or withdrawn registration shall be borne by the Company determines in accordance with Section 2.4good faith that it is in the Company's best interest to do so.

Incidental Registration. If the Company, for itself or Company at any time proposes to ----------------------- register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time the Company will give written notice to all Holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo so. In such event, upon Upon the written request of any such Holder received by the Company within 20 30 days after of the receipt giving of any such notice by the Company to register any of such notice, subject to Section 2.2(bHolder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its reasonable best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with such Holder's written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 4 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 registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration underwriting shall be borne such number of shares that the managing underwriter shall be of the opinion would not adversely affect the marketing of the securities to be sold by the Company or the requesting party therein or as otherwise advisable and subject, in accordance with Section 2.4any case, to any superior rights of others to have their shares included in such registration.

Incidental Registration. If the Company, Company for itself or any of its security holders other than pursuant to a Requested Registration, shall at any time or times after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes determine to effect a registration register under the Securities Act of the offering and sale of any shares of its capital stock or other securities (an "Incidental Registration"), other than than: (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons persons providing services to, the Company Company, or any subsidiary of the Company pursuant to an employee or similar benefit plan or where Form S-8, or any successor form is otherwise available; or (ii) in connection with relating to a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 ▇▇▇ ▇▇▇▇ ▇-▇ or similar or successor forms promulgated by the Commission)forms, then on each such occasion the Company shall will notify each Holder of such undertaking determination at least 30 thirty (30) days prior to the filing of a such registration statement relating thereto. In such eventor prospectus, and upon the written request of any Holder given in writing to the Company within 20 twenty (20) days after the receipt of such notice, subject to Section 2.2(b), the Company shall will use its best efforts as soon as practicable thereafter to cause any of such Holder's Registrable Securities specified by in such Holder Holder's request to be included in such registration statement or prospectus to the extent such registration is permissible under the applicable Securities Laws and subject to the conditions of such applicable Securities Laws. Subject to subdivision (an "Incidental Registration"). If a Holder desires to include less than all e) any Holders may cause Registrable Securities held by it to be included in any Incidental Registrationa Registration Statement filed on behalf of the Company, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms if there is no underwriter and, if there is an underwriter, if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness extent that the managing underwriter determines that the inclusion of such registration, whether or additional securities will not any Holder has elected interfere with the orderly sale of the underwritten securities at a price range acceptable to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Company.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or, both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any time (other than pursuant to Section 3.1) proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of security holders other than pursuant the Investors or both (except with respect to a Requested Registrationregistration statements on Forms S-4, at any S-8 or another form not available for registering the Registra▇▇▇ ▇▇▇▇es for sale to the public), each such time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes it will give written notice to effect a registration under the Securities Act of the offering and sale of any shares each Investor then holding Registrable Shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such Investor, received by the Company within 20 30 days after the receipt giving of any such notice by the Company, to register any of such notice, subject to Section 2.2(b)Registrable Shares, the Company shall will use its best efforts as soon as practicable thereafter to cause such Registrable Shares 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. In the event that any registration pursuant to this Section 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities specified by such Holder Shares to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting Investors based upon the terms number of Registrable Shares owned by such Investors) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of Registrable Shares shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or the requesting Investors, and provided, further, however, that in no event may less than 30% of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.43.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any time proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration equity securities under the Securities Act of the offering and sale of on any shares of its capital stock or other securities (form other than Form S-4 or Form S-8 (i) or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services toRegistrable Securities, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) will in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking case give prompt written notice (and in any event at least 30 days 10 business days' prior written notice prior to the filing of a such registration statement) to the Holder of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holder's written indication of whether the Holder wishes to include its Registrable Securities in such registration statement relating theretoand advising the Holder of its rights under this Section 2.2. In such event, upon Upon the written request of any the Holder within 20 days after made on or before the receipt date specified in such notice (which request shall specify the number of such notice, subject Registrable Securities intended to Section 2.2(bbe disposed of by the Holder), the Company shall will, to the extent permitted under Section 7, use its best all commercially reasonable efforts as soon as practicable thereafter to cause any all such Registrable Securities specified by such Securities, which the Holder has so requested the registration thereof, to be included in such registration statement registered under the Securities Act (an "Incidental Registration"with the securities that the Company at the time proposes to register). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether extent requisite to permit the sale or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company other disposition (in accordance with Section 2.4the intended methods thereof as aforesaid) by the Holder of the Registrable Securities to be so registered.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than one-third of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company, for itself or Company at any time proposes to register on a firmly underwritten public offering basis any of its security holders other than Common Stock to be offered for cash for its own account pursuant to a Requested Registrationthereto it shall give written notice (the "Company's Notice"), at any time after the first anniversary its expense, to all holders of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Registrable Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking do so at least 30 15 days prior to the filing of a registration statement relating theretowith respect to such registration with the Commission. In If any holder of Registrable Securities desires to dispose of all or part of such eventstock, upon he, she or it may request registration thereof in connection with the written request of any Holder Company's registration by delivering to the Company, within 20 ten days after the receipt of the Company's Notice, written notice of such notice, subject request (the "Holder's Notice") stating the number of shares of Registrable Securities which such holder desires to Section 2.2(b), sell pursuant to the registration. The Company shall use its best efforts as soon as practicable thereafter to cause all shares specified in the Holder's Notice to be registered under the Securities Act so as to permit the sale or other disposition by such holder or holders of the shares so registered, subject however, to the limitations set forth in Section 4.3 hereof. (b) Notwithstanding anything to the contrary contained in this Section 4.2, no person (as defined, for these purposes, in Rule 144) who then beneficially owns 1% or less of outstanding shares of any class of securities of the Company or is not subject to the volume limitations set forth in Rule 144 may request that any of its Registrable Securities specified by such Holder to be included in such any registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne filed by the Company pursuant to this Section 4.2 unless, in accordance the opinion of counsel for such person, such person's intended disposition of Registrable Securities could not be effected within 90 days of the date of said opinion without registration of such shares under the Securities Act (assuming, for this purpose, that if "current public information" (as defined in Rule 144) is available with Section 2.4respect to the Company as of the date of such opinion, it will remain so available for such 90-day period).

Incidental Registration. If the Company, for itself or Company at any time proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo so. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its reasonable best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that (i) such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and (ii) except in the case of a registration relating to the IPO, in no event may less than one-third of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company, for itself or any of its security holders other than pursuant Company intends to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect file a registration under the Securities Act of the offering and sale of any shares of its capital stock statement on Form ▇-▇, ▇-▇ or S-3 (or other securities (other than (iappropriate form) for the registration of an offeroffering of equity securities with the SEC, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking the holders of record of Registrable Securities at least 30 days prior to the each such filing of the Company's intention to file such a registration statement relating theretostatement, such notice shall state the number of shares of equity securities proposed to be registered thereby. In such event, upon If any holder of Registrable Securities notifies the written request of any Holder Company within 20 ten days after the receipt of such noticenotice from the Company of its desire to have included in such registration statement any of its Registrable Securities, subject to Section 2.2(b), then the Company shall use cause the Company to include such shares in such registration statement. The Company shall pay all the Registration Expenses of such registration. (b) The Company may in its best efforts as soon as practicable thereafter discretion withdraw any registration statement filed pursuant to cause this Section 5.2 subsequent to its filing without liability to the holders of Registrable Securities. (c) In the event that the managing underwriter for any such offering described in this Section 5.2 notifies the Company that, in good faith, it is able to proceed with the proposed offering only with respect to a smaller number of securities (the "Maximum Number") than the total number of Registrable Securities specified proposed to be offered by such Holder holders and securities proposed to be offered by the Company and all others entitled to registration rights under such registration statement, then the Company shall reduce the number of securities held by persons (the "Piggyback Holders") other than the Company and persons exercising demand registration rights to be included in such registration, to the extent necessary to reduce the number of securities to be included in such registration statement (to an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior amount equal to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental RegistrationMaximum Number. The Registration Expenses of such terminated or withdrawn registration shall Such amount will be borne by the Company allocated pro rata in accordance with Section 2.4the number of securities proposed to be offered by each Piggyback Holder (including the holders of Registrable Securities).

Incidental Registration. If Each time the Company, Company shall determine to file a Registration Statement in connection with the proposed offer and sale for itself money of Common Stock by it or any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services toshareholders, the Company or any subsidiary shall give written notice of the Company pursuant its determination to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretoall Holders. In such event, upon Upon the written request of any a Holder given within 20 twenty (20) days after the receipt giving of any such notice, subject to Section 2.2(b)notice by the Company, the Company shall use its best efforts as soon as practicable thereafter to will cause any all such shares of Registrable Securities specified by such Holder Stock, the Holders of which have so requested registration thereof, to be included in such registration statement (an "Incidental Registration")Registration Statement, all to the extent requisite to permit the sale by the prospective seller or sellers of the Registrable Stock so registered. If a Holder desires the Registration Statement is to include less than all cover an underwritten distribution, the Company shall cause the Registrable Securities held by it Stock requested for inclusion pursuant to this Section 3 to be included in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon underwriting on the same terms and conditions set forth hereinas the securities otherwise being sold through the underwriters. The Company shall have If, in the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to good faith judgment of the effectiveness managing underwriter of such registrationpublic offering, whether or not any Holder has elected the inclusion of all of the Registrable Stock would interfere with the successful marketing of a smaller number of shares to include be offered, then the number of shares of Registrable Securities Stock and other securities to be included in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall the offering (other than shares to be borne sold by the Company or by any other party or parties pursuant to demand registration rights granted to them) shall be reduced to the required level with the participation in accordance with Section 2.4such offering to be pro rata among the holders thereof, based upon the number of shares of Registrable Stock and other securities owned by such holders.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2 or Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 10 business days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided , however , that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.43 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the CompanyCompany at any time (other than ----------------------- pursuant to paragraph (b) below), for itself or proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for a Public Sale, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering Restricted Stock for sale to the offering and sale public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this paragraph (a) 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders and other Sellers Stockholders based upon the terms number of shares of Restricted Stock or other shares of Common Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with Section 2.4this paragraph (a) without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or any of its security holders other than pursuant to a Requested RegistrationIf, at any time after or from time to time ----------------------- during a period of three years following the first anniversary of Issue Date, the date hereof and through the fifth anniversary hereof, undertakes Company shall propose to effect file a registration under statement (a "Registration Statement") with the Securities Act Commission with respect to the proposed sale by the Company of the offering and sale of any shares of its capital stock Common Stock (or other securities exchangeable or convertible therefor) to an underwriter(s) for reoffering to the public (an "Underwritten Offering") (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered an offering on Form S-4 or similar Form S-8 or successor forms promulgated by of such registration statements under the CommissionAct), then on each such occasion the Company shall notify in each case give written notice (the "Notice") of such proposed filing to the Holders not less than 30 days before the anticipated filing date, which shall offer to the Holders the opportunity to include in such Registration Statement such number of Registrable Shares as each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretomay request. In such event, upon the Upon written request of by any Holder given within 20 15 days after the receipt giving of such notice, subject to Section 2.2(b)the Notice, the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental RegistrationRegistration Statement relating to the Common Stock of the Company all or such portion of the Registrable Shares as the Holders may request. Neither the delivery of the Notice by the Company nor of such request by the Holders shall obligate the Company to file such Registration Statement and, then notwithstanding the filing of such Holder shall nevertheless continue to have Registration Statement, the right to include Company may, at any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 time prior to the effectiveness effective date thereof, determine not to offer the securities to which such Registration Statement relates, without liability or obligation to the Holders. As a condition to any Holder including any Registrable Shares in any Registration Statement pursuant to this Section 2, such Holder agrees to effect sales of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses Shares thereunder solely under the plan of such terminated or withdrawn registration shall be borne distribution established by the Company in accordance with Section 2.4and set forth therein.

Incidental Registration. If the Company, for itself or any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, Whenever the Company or any subsidiary of the Company pursuant proposes to an employee or similar benefit plan or (ii) in connection with file a mergerRegistration Statement, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each prior to such occasion the Company filing it shall notify give written notice to each Holder of such undertaking at least 30 days prior its intention to the filing of a registration statement relating thereto. In such eventdo so, and upon the written request of any Holder given within 20 days after the receipt Company provides such notice (which request shall state the intended method of disposition of such notice, subject to Section 2.2(bRegistrable Securities), the Company shall use its best efforts as soon as practicable thereafter cause all Registrable Securities which the Company has been requested to cause register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder(s). In connection with any offering under this Section 2(b) involving an underwriting, the Company shall not be required to include any Registrable Securities specified in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such Holder quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If in the opinion of the managing underwriter the registration of all, or part of, the Registrable Securities which the Holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Securities which the managing underwriter believes may be sold without causing such adverse effect; provided, however, that in no such event shall less than 25% of the aggregate amount of Registrable Securities which the Holders have requested to be included in such registration statement (an "Incidental Registration")be included in such public offering. If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have In the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness event of such registrationa reduction in the number of shares to be included in the underwriting, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4.the

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2.3 or Section 2.5) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to an initial public offering of the offering and Company's securities or with respect to registration statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 2.4 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 registration statement an underwriting may be reduced or eliminated (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.42.4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale of any shares of its capital stock or other securities (other than (i) to the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commissionpublic), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior time it will give written notice to the filing of a registration statement relating theretoSeller. In such event, upon Upon the written request of any Holder Seller, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms underwriting may be reduced if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that any such reduction in accordance with the number of shares to be included shall be made pro rata among all selling stockholders in the offering other than the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any time proposes to ----------------------- register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act of for its own account or the offering and sale account of any shares of its capital stock or other securities security-holders (other than (i) the any registration pursuant to Paragraph 1 or any registration of an offer, sale or other disposition of securities offering solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee and its subsidiaries or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered any registration on Form S-4 or similar or a successor forms promulgated by the Commissionform), then on it shall promptly give written notice to each such occasion holder of Shares of its intention to do so, and the Company shall notify each Holder of include in such undertaking at least registration all Shares that the holders thereof shall specify in a written notice delivered to the Company within 30 days prior to after their receipt of the Company's notice of the proposed filing of the registration statement. However, if the proposed registration is to be underwritten (whether on a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b"best efforts" or a "firm commitment" basis), the Company managing underwriter shall use its best efforts as soon as practicable thereafter have the right to cause any Registrable Securities specified by such Holder limit the Shares to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include not less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have 30% of the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon total number of securities included therein if the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by underwriter advises the Company in accordance writing that such exclusion is necessary to avoid interfering with Section 2.4the successful marketing of the underwritten portion of the public offering (unless such registration is the initial public offering of the Company's securities, in which case the underwriter may limit or exclude the Shares entirely), provided that such ------------- exclusion applies first to those securities which the Company proposes to register for the account of any of its officers or employees and then on a proportional basis to all other securities proposed to be included in any such registration (including the Shares) other than those for which the Company initiated such registration and which are being sold by the Company. Any exclusions of the Shares shall be made pro rata among the affected holders in proportion to the respective numbers of Shares for which they have requested registration.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering Restricted Stock or ▇▇▇▇▇ Common Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock and sale of any shares of its capital stock or other securities to ▇▇▇▇▇ (other than (i) except if the registration of statement filed in connection with such registration covers an offer, sale or other disposition initial public offering of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by (the Commission"IPO"), in which case then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing holders of a registration statement relating theretooutstanding Restricted Stock alone) of its intention so to do. In such event, upon Upon the written request of any Holder such holder, and/or of ▇▇▇▇▇ (except in the case of such initial public offering), received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock and/or ▇▇▇▇▇ Common Stock, as the case may be, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock and/or ▇▇▇▇▇ Common Stock 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 of such Restricted Stock and/or by ▇▇▇▇▇ of ▇▇▇▇▇ Common Stock so registered. In the event that any Registrable Securities specified 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 and ▇▇▇▇▇ Common Stock to be included, collectively, in such an underwriting may be reduced (pro rata among the requesting holders and ▇▇▇▇▇, based upon the number of shares of Restricted Stock owned by such Holder holders and the number of shares of ▇▇▇▇▇ Common Stock, collectively) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock and ▇▇▇▇▇ Common Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock or ▇▇▇▇▇, and provided, further, however, that, except in connection with the IPO, in no event may less than one-third of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock and/or ▇▇▇▇▇ Common Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement (an "Incidental Registration"). If a Holder desires referred to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior 5 without thereby incurring any liability to the effectiveness holders of such registration, whether Restricted Stock or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4▇▇▇▇▇.

Incidental Registration. If the Company, for itself or Company at any time proposes to register any of its security holders equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to Section 1.1 or pursuant to a Requested Special Registration), at any time after whether or not for sale for its own account, and the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes registration form to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) be used may be used for the registration of an offerRegistrable Securities, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on it will each such occasion the Company shall notify each Holder time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such eventholders' rights under this Section and, upon the written request of any Holder holder of Registrable Securities given to the Company within 20 30 days after the receipt Company has given any such notice (which request shall specify the Registrable Securities intended to be disposed of by such notice, subject to Section 2.2(bholder and the intended method of disposition thereof), the Company shall will use its best efforts as soon as practicable thereafter to cause any Registrable effect the registration under the Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than Act of all Registrable Securities held which the Company has been so requested to register by it the holders thereof, to the extent required to permit the disposition (in any Incidental Registrationaccordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, then provided that: (a) if such Holder registration shall nevertheless continue to have be in connection with the right to Underwritten Public Offering of the Common Stock, the Company shall not include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses proposed registration if the Board shall have determined, after consultation with the managing underwriters for such offering, that it is not in the best interests of such terminated or withdrawn registration shall be borne by the Company to include any Registrable Securities in accordance with Section 2.4.such registration, provided that, if the Board makes such a determination, the Company shall not include in such registration any securities not being sold for the account of the Company;

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at any time after the first anniversary Section 2.3 or Section 2.5 and other than in respect of the date hereof and through the fifth anniversary hereof, undertakes Company’s Initial Public Offering) proposes to effect a registration register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale of any shares of its capital stock to the public or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commissiontransaction), then on each such occasion the Company shall notify each Holder time it will give written notice to all Investors of such undertaking at least 30 days prior its intention so to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the Registration 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 so registered. In the event that any Registrable Securities specified registration pursuant to this Section 2.4 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter determines in good faith that the inclusion of all shares requested to be registered would adversely affect the offering, the number of shares that may be included in the underwriting shall be allocated first, to the Company; second, to the Investors requesting to register shares in such underwritten public offering on a pro rata basis based on the total number of shares of Restricted Stock held by the Investors requesting to register shares in such Holder underwritten public offering; and third, to any stockholder of the Company on a pro-rata basis, provided, however, that in no event may less than thirty percent (30%) of the total number of shares of Common Stock to be included in such registration statement (an "Incidental Registration")underwriting be made available for shares of Restricted Stock. If a Holder desires to include less than all Registrable Securities held by it in any Incidental RegistrationNotwithstanding the foregoing provisions, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or may withdraw any Incidental Registration initiated by it under Statement referred to in this Section 2.3 prior 2.4 without thereby incurring any liability to the effectiveness holders of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Restricted Stock.

Incidental Registration. If If, following the Company, for itself or any 's first registered public offering of its security holders Common Stock, the Company at any time (other than pursuant to a Requested Registration, at Section 2 or Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account only or for its own account and for the account of other security holders (except with respect to registration statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the offering and Restricted Stock for sale of any shares to the public), each such time it will give written notice to all Purchasers holding outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder received by the Company within 20 30 days after the receipt giving of any such notice, subject notice by the Company to register at least 450,000 shares (appropriately adjusted for any of the events specified in Section 2.2(b)8 herein) of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with such written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities pro rata among the requesting holders based upon the number of shares of Restricted Stock held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms requesting holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, but in accordance with no event shall the amount of securities of the requesting holders be reduced below thirty percent (30%) of the total amount to be included in such offering; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person (including the Founders) other than the Company or requesting Purchasers holding Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.43 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities pro rata among the requesting holders based upon the number of shares of Restricted Stock held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms requesting holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock held by the Founders or such other requesting holders of Restricted Stock shall not be reduced if any shares are to be included in accordance with Section 2.4.such underwriting for the account of any person other than the Company, the Founders or such other requesting holders of Restricted Stock, and, provided, further, that in no event shall the number of shares of Restricted Stock included in the offering be reduced below twenty percent (20%) of the total number of shares of Common Stock

Incidental Registration. If the Company, for itself or any of its security holders other than pursuant to a Requested RegistrationCMS NOMECO shall, at any time after the first anniversary of the date hereof and through the fifth anniversary hereoffrom time to time, undertakes to effect a registration under the Securities Act of the propose an underwritten offering and sale for cash of any shares of its capital stock or other securities (other than (i) the registration of an offerSecurities, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company whether pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In under the Act or otherwise, CMS NOMECO shall give written notice as promptly as practicable of such eventproposed registration or offering to CMS Enterprises and shall use reasonable efforts to include in such offering and, upon if such offering is pursuant to a registration statement under the written Act, in such registration, any of the same class of such Securities held by CMS Enterprises as CMS Enterprises shall request of any Holder within 20 calendar days after the receipt giving of such notice, subject upon the same terms (including the method of distribution) as such offering; provided, however, that (i) CMS NOMECO shall not be required to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by give such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to notice or include any remaining Registrable such Securities in any subsequent Incidental Registration upon offering pursuant to a registration statement filed on Form S-8 or Form S-4 (or such other form or forms as shall be prescribed under the terms Act for the same purposes), and conditions set forth herein. The Company shall have the right to terminate or withdraw (ii) CMS NOMECO may at any Incidental Registration initiated by it under this Section 2.3 time prior to the effectiveness of any such registrationregistration statement or commencement of any such offering not pursuant to a registration statement, whether or in its sole discretion and without the consent of CMS Enterprises, abandon the proposed offering in which CMS Enterprises had requested to participate. Notwithstanding the foregoing, CMS NOMECO shall not any Holder has elected be obligated to include Registrable such Securities in such Incidental Registration. The Registration Expenses offering if CMS NOMECO is advised in writing by its managing underwriter or underwriters (with a copy to CMS Enterprises within ten days after CMS Enterprises delivers its request pursuant to this paragraph (e)) that such offering would in its or their opinion be materially adversely affected by such inclusion; provided, however, that CMS NOMECO shall in any case be obligated to include up to, at CMS Enterprises' discretion, such number or amount of Securities in such terminated offering as such managing underwriter or withdrawn registration underwriters shall be borne by the Company in accordance with Section 2.4determine will not materially adversely affect such offering.

Incidental Registration. If the CompanyCompany at any time, for itself or and from time to time, during the Registration Period proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of the offering and sale of any shares of its capital stock other security holders or other securities both (other than (i) the except with respect to registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered statements on Form Forms S-4 or similar S-8 or successor forms promulgated by another form not available for registering Registerable Stock for sale to the Commissionpublic), then on each such occasion the Company shall notify each Holder of such undertaking it will give written notice at least 30 thirty (30) days prior to the anticipated-filing date to all holders of a registration statement relating theretooutstanding Registerable Stock of its intention to do so, specifying the form and manner and other material facts involved in such proposed registration. In such event, upon Upon the written request of any Holder such holder(s), given within 20 days after the receipt of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Registerable Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified the Registerable Stock 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 by such Holder holder(s) to the public of such Registerable Stock so registered. In the event that any registration pursuant to this Section 2 shall be an underwritten public offering of Common Stock, the Registerable Stock to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registrationunderwriting shall be included, then such Holder shall nevertheless continue to have insofar as practicable, on the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the same terms and conditions set forth hereinas the shares of Common Stock otherwise being sold through underwriters. The Company Notwithstanding the foregoing, the number of shares of Registerable Stock to be included in such an underwriting may be reduced (pro rata among the selling shareholders participating in such underwriting, including, without limitation, the requesting holders of Registerable Stock, based upon the number of shares of Registerable Stock so requested to be registered by the holders thereof) if and to the extent that the managing underwriter shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by advised the Company in accordance writing (with Section 2.4copies to all holders of Registerable Stock) that, in its good faith opinion, such inclusion would have a material adverse effect on the successful marketing of the securities to be sold therein by the Company.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2.3 or Section 2.5) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to Registration Statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale of any shares of its capital stock to the public or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commissiontransaction), then on each such occasion the Company shall notify each Holder time it will give written notice to all Investors of such undertaking at least 30 days prior its intention so to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder Investor, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the Registration 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 so registered. In the event that any Registrable Securities specified registration pursuant to this Section 2.4 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter determines in good faith that the inclusion of all shares requested to be registered would adversely affect the offering, the number of shares that may be included in the underwriting shall be allocated first, to the Company; second, to the Investors requesting to register shares in such underwritten public offering on a pro rata basis based on the total number of shares of Restricted Stock held by the Investors requesting to register shares in such Holder underwritten public offering; and third, to any other stockholder of the Company on a pro-rata basis; provided, however, that in no event may less than one-third of the total number of shares of Common Stock to be included in such registration statement (an "Incidental Registration")underwriting, other than the Company’s Initial Public Offering, be made available for shares of Restricted Stock. If a Holder desires to include less than all Registrable Securities held by it in any Incidental RegistrationNotwithstanding the foregoing provisions, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or may withdraw any Incidental Registration initiated by it under Statement referred to in this Section 2.3 prior 2.4 without thereby incurring any liability to the effectiveness holders of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any time proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for resale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention to do so and of the offering and sale proposed method of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder distribution of such undertaking at least 30 days prior to the filing of a registration statement relating theretosecurities. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent and under the conditions that such registration is permitted under the Securities Act. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 4 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 registration statement an underwriting may be reduced or excluded partially or completely (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that the inclusion of some or all of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that, if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, the number of shares of Restricted Stock to be included in such underwriting shall not be reduced to a number which represents a percentage of the total number of shares of Restricted Stock as to which registration has been requested that is less than the highest percentage of shares being included in the underwriting for the account of any person who is not a holder of Restricted Stock (based on the number of shares as to which such person has requested registration). Notwithstanding the foregoing provisions, the Company may withdraw and delay for a reasonable period of time any registration statement referred to in this Section 2.44 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do and of the offering and sale proposed method of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder distribution of such undertaking at least 30 days prior to the filing of a registration statement relating theretosecurities. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent and under the conditions such registration is permitted under the Securities Act. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness extent that the managing underwriter shall reasonably be of such registration, whether the opinion that the inclusion of some or not any Holder has elected all of the Restricted Stock would adversely affect the marketing of the securities to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne sold by the Company in accordance with Section 2.4.therein, PROVIDED, HOWEVER, that the number of shares of Restricted Stock and of other shares of Common

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 10 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, such number of shares of Restricted Stock shall be reduced pro rata based on the ownership of the selling stockholders that include shares in such registration of shares of Common Stock (determined on a fully-diluted basis); and provided, further, however, that in no event may less than one-third of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company, for itself or any of its security holders other than pursuant Company intends to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect file a registration under the Securities Act of the offering and sale of any shares of its capital stock statement on Form ▇-▇, ▇-▇ or S-3 (or other securities (other than (iappropriate form) for the registration of an offeroffering of equity securities with the SEC, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking the holders of record of Registrable Securities at least 30 days prior to the each such filing of the Company’s intention to file such a registration statement relating theretostatement, such notice shall state the number of shares of equity securities proposed to be registered thereby. In such event, upon If any holder of Registrable Securities notifies the written request of any Holder Company within 20 ten days after the receipt of such noticenotice from the Company of its desire to have included in such registration statement any of its Registrable Securities, subject to Section 2.2(b), then the Company shall use cause the Company to include such shares in such registration statement. The Company shall pay all the Registration Expenses of such registration. (b) The Company may in its best efforts as soon as practicable thereafter discretion withdraw any registration statement filed pursuant to cause this Section 5.2 subsequent to its filing without liability to the holders of Registrable Securities. (c) In the event that the managing underwriter for any such offering described in this Section 5.2 notifies the Company that, in good faith, it is able to proceed with the proposed offering only with respect to a smaller number of securities (the “Maximum Number”) than the total number of Registrable Securities specified proposed to be offered by such Holder holders and securities proposed to be offered by the Company and all others entitled to registration rights under such registration statement, then the Company shall reduce the number of securities held by persons (the “Piggyback Holders”) other than the Company and persons exercising demand registration rights to be included in such registration, to the extent necessary to reduce the number of securities to be included in such registration statement (to an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior amount equal to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental RegistrationMaximum Number. The Registration Expenses of such terminated or withdrawn registration shall Such amount will be borne by the Company allocated pro rata in accordance with Section 2.4the number of securities proposed to be offered by each Piggyback Holder (including the holders of Registrable Securities).

Incidental Registration. If Each time the Company, Company shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for itself money of any of its Common Stock by it or any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (ia registration statement on From S-4 or S-8) or any other successor forms prescribed by the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services tocommission, the Company or any subsidiary will give written notice of the Company pursuant its determination to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction all Holders of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretoShares and Registrable Securities. In such event, upon Upon the written request of a Holder of any Holder Shares and Registrable Securities given within 20 fifteen (15) days after the receipt of any such notice, subject to Section 2.2(b)notice from the Company, the Company shall use its best efforts will, except as soon as practicable thereafter to herein provided, cause any all such Registrable Securities specified by such Holder Securities, the Holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement (an "Incidental Registration")has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If a Holder desires any registration pursuant to include less than all this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities held by it requested for inclusion pursuant to this Section be included in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon underwriting on the same terms and conditions set forth herein. The Company shall have as the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4.securities otherwise being sold through the

Incidental Registration. If the Company, for itself or any of its security holders other than pursuant to a Requested Registration, at any time after twelve months from the first anniversary effective date of the date hereof and through Company's initial Registration Statement on Form SB-2, the fifth anniversary hereof, undertakes Company proposes to effect a registration register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 15 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 4 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 registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms underwriting may be reduced if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, PROVIDED, HOWEVER, that any such reduction in accordance with the number of shares of Restricted Stock included in such underwriting shall be pro rata among all selling security holders requesting inclusion therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.44 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2 or Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act of for sale to the offering and sale public for its own account (except with respect to registration statements on Forms S-4 or S-8) or the account of any other person, each such time it will give written notice to Central of its intention so to do. Upon the written request of Central, received by the Company within thirty (30) days after the giving of any such notice by the Company, the Company will use its best efforts to cause such shares of its capital stock or other Common Stock owned by Central as Central requests to be included in the securities (other than (i) to be covered by the registration of an offerstatement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by Central (in accordance with its written request) of such shares. The Company may include in any registration statement to be filed for its own account, without Central's consent, any securities solely which are beneficially owned by Registration Rights Holders who have registration rights under the Existing Rights Agreements and which cannot be freely sold without such registration. If any registration pursuant to employees ofthis Section 3 shall be, in whole or other Persons providing services toin part, an underwritten public offering of Common Stock, the Company or any subsidiary number of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction shares of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated Common Stock offered by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder Central to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms underwriting may be reduced if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities (if any) to be sold by the Company therein, provided, however, that such number of shares of Common Stock held by Central shall not without Central's consent be reduced in accordance with order to allow any shares to be included in such underwriting for the account of any person other than the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.43 without thereby incurring any liability to Central.

Incidental Registration. (a) If the Company, for itself or Corporation at any time proposes to register on a firmly underwritten public offering basis any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of Class A Common Stock to be offered for cash for its capital stock or other securities own account pursuant thereto (other than (i) the a registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company requested pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or registration rights held by other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commissionshareholders), then on each such occasion it shall give written notice (the Company shall notify each Holder "Corporation's Notice"), at its expense, to all holders of such undertaking Registrable Stock of its intention to do so at least 30 15 days prior to the filing of a registration statement relating theretowith respect to such registration with the Commission. In If any holder of Registrable Stock desires to dispose of all or part of such eventstock, upon it may request registration thereof in connection with the written request of any Holder Corporation's registration by delivering to the Corporation, within 20 ten days after the receipt of the Corporation's Notice, written notice of such notice, subject request (the "Holder's Notice") stating the number of shares of Registrable Stock to Section 2.2(b), the Company be disposed. The Corporation shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities all shares of Class A Common Stock specified in the Holder's Notice to be registered under the 1933 Act so as to permit the sale or other disposition by such Holder holder or holders of the shares so registered, subject however, to the limitations set forth in Section 12.3 hereof. (b) Notwithstanding anything to the contrary contained in this Section 12.2, no person (as defined, for these purposes, in Rule 144(a)(2) of the Commission under the ▇▇▇▇ ▇▇▇) who then beneficially owns one percent (1%) or less of the outstanding shares of the Class A Common Stock (including the Registrable Stock) may request that any of its shares of Registrable Stock be included in such any registration statement (an "Incidental Registration"). If a Holder desires filed by the Corporation pursuant to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior 12.2 unless, in the opinion of counsel for such person, such person's intended disposition of Registrable Stock could not be effected within 90 days of the date of said opinion without registration of such shares under the Securities Act (assuming, for this purpose, that if "current public information" (as defined in Rule 144 (c) of the Commission under the ▇▇▇▇ ▇▇▇) is available with respect to the effectiveness Corporation as of the date of such registrationopinion, whether or not any Holder has elected to include Registrable Securities in it will remain so available for such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.490-day period).

Incidental Registration. If In the Company, event that (but without any obligation to do so) the Company proposes to register any securities of the Company in connection with the public offering of such securities solely for itself or cash on any form of its security holders Registration Statement in which the inclusion of Purchased Shares is appropriate (other than a registration pursuant to a Requested RegistrationRegistration Statement on Form S-8 or Form S-4 (or any successor forms) or any form that does not include substantially the same information, at any time after other than information relating to the first anniversary selling Shareholders or their plan of the date hereof and through the fifth anniversary hereofdistribution, undertakes as would be required to effect be included in a registration under statement covering the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services toPurchased Shares), the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on shall promptly give each such occasion the Company shall notify each Holder Shareholder written notice of such undertaking registration at least 30 thirty (30) days prior to before the anticipated filing date of a registration statement relating theretoany such Registration Statement. In such event, upon Upon the written request of any Holder Shareholder within 20 fifteen (15) days after the receipt by such Shareholder of such notice, subject to Section 2.2(b)notice from the Company, the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be registered under the Securities Act all of the Purchased Shares that such Shareholder has so requested to be registered. The Company shall not be required to proceed with, or maintain the effectiveness of, any registration of its securities after giving the notice herein provided, and the right of any Shareholder to have Purchased Shares included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it Registration Statement shall be conditioned upon participation in any Incidental Registration, then such Holder shall nevertheless continue underwriting to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth extent provided herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected be required to include Registrable Securities any Purchased Shares in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne underwriting unless the Shareholders thereof enter into an underwriting agreement with the underwriter(s) selected by the Company in accordance with customary form, and upon terms and conditions agreed upon between the Company and such underwriter(s) (except as to monetary obligations of the Shareholders not contemplated by Section 2.42.7 of this Agreement).

Incidental Registration. If Each time the Company, Company shall determine to file a registration statement under the Securities Act (other than on Form S-8 or Form S-4) in connection with the proposed offer and sale for itself money of any of its securities by it or by any of its security holders, the Company will give written notice of its determination to all holders other than pursuant to of Registrable Stock. Upon the written request of a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale holder of any shares Registrable Stock, the Company will cause all such Registrable Stock, the holders of its capital stock or other securities (other than (i) which have so requested registration thereof, to be included in such registration statement, all to the registration of an offer, extent requisite to permit the sale or other disposition of securities solely to employees of, by the prospective seller or other Persons providing services to, the Company or any subsidiary sellers of the Company pursuant Registrable Stock to an employee or similar benefit plan or (ii) be so registered in connection accordance with a merger, acquisition or other transaction the terms of the type described in Rule 145 under proposed offering. If the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject is to Section 2.2(b)cover an underwritten distribution, the Company shall use its best efforts as soon as practicable thereafter to cause any the Registrable Securities specified Stock requested for inclusion pursuant to this Section 1l(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the shares to be sold by such Holder the Company, the Registrable Stock to be included in such registration statement (an "Incidental Registration"). If a Holder desires offering and the other shares of Common Stock to include less than all Registrable Securities held by it be included in any Incidental Registration, then such Holder offering shall nevertheless continue to have the right to include any remaining Registrable Securities each be reduced pro rata in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior proportion to the effectiveness number of shares of Common Stock proposed to be included in such offering by each holder of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne shares and by the Company in accordance with Section 2.4Company.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section4 or 5 hereof) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of the offering and sale of any shares of its capital stock other security holders or other securities both (other than a registration effected to implement an employee benefit plan or a transaction to which Rule 145 or any similar or successor rule of the Commission under the Securities Act is applicable, on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any such holder, given within 30 days after receipt of any such notice by the Company, to register any of its Restricted Stock (i) which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested, to be included in the securities to be covered by the registration of an offerstatement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced pro rata among the requesting holders of Restricted Stock (based upon the number of shares so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, if any shares (other than Restricted Stock) are to be included in such underwriting for the account of any person other than the Company, then the number of shares of Restricted Stock and other shares to be included in such underwritten public offering shall be determined in such a manner so that the holders of the Restricted Stock shall be entitled to offer the 75 percent of all shares of stock to be offered by persons other than the Company, with the remaining 25 percent of the shares to be offered on a pro rata basis among the holders of other shares and the holders of the Restricted Stock (based on the number of shares requested to be registered). Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with a mergersuch offering, acquisition or other transaction such holder shall refrain from selling such Restricted Stock during the period of distribution of the type described Company's securities by such underwriters and the period in Rule 145 under which the Securities Act or a comparable or successor ruleunderwriting syndicate participates in the after market; provided, registered however, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion 90th day after the Company shall notify each Holder effective date of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4statement.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 3 or Section 5) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do and of the offering and sale proposed method of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder distribution of such undertaking at least 30 days prior to the filing of a registration statement relating theretosecurities. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 days 30 clays after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent and under the conditions such registration is permitted under the Securities Act. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 4 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion (and shall provide a written opinion) that the inclusion of some or all of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance with Section 2.4.such underwriting for the account of any

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2 or Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4, ▇▇▇▇ ▇-▇, ▇▇eir respective successor forms, or another form not available for registering the offering and Registrable Shares for sale to the public), each such time it will give written notice to all Holders of any shares outstanding Registrable Shares of its capital stock or other securities intention so to do. For a period of five (other than (i5) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services toyears following such registration, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such eventshall, upon the written request of any Holder such Holder, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Registrable Shares (which request shall state the intended method of disposition thereof), the Company shall use its best efforts as soon as practicable thereafter to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of such Registrable Shares so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Stock to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting Holders based upon the terms number of shares of Common Stock owned by such Holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.43 without thereby incurring any liability to the Holders of Registrable Shares (other than as provided in Section 6).

Incidental Registration. (a) If the Company, for itself or any of its security holders other than pursuant Company proposes to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration register under the Securities Act of any Common Stock for sale to the offering and sale of any shares of its capital stock or other securities public pursuant to a firm commitment underwriting (other than (i) in connection with an Initial Public Offering in which Parent is not selling any of the registration of an offerCompany's Common Stock held, sale directly or other disposition of securities solely to employees ofindirectly, or other Persons providing services toby Parent), the Company will give written notice at such time to all holders of Registrable Shares, as to which Warrants have been been exercised or any subsidiary are then exercisable, of the Company pursuant its intention to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo so. In such event, upon Upon the written request of any Holder such holder, given within 20 thirty (30) days after the receipt of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Registrable Shares, the Company shall will use its reasonable best efforts as soon as practicable thereafter to cause any the Registrable Securities specified by such Holder Shares as to which registration shall have been so requested, to be included in the securities to be covered by such registration statement (an the "Incidental Registration"). If a Holder desires , all to include less than all the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Securities held by it in Shares so registered; provided, however, that nothing herein shall prevent the Company from abandoning or delaying any Incidental Registrationsuch registration at any time; and provided, then such Holder shall nevertheless continue to have further, that the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon shall be subject to the provisions of Sections 7.3(b) and 7.3(c), and Section 7.4 to the extent indicated therein. Any request by a holder pursuant to this Section 7.3 to register Registrable Shares shall specify the number of Registrable Shares to be included in the underwriting and that such Registrable Shares are to be included in the underwriting on the same terms and conditions set forth herein. The Company shall have as the right to terminate or withdraw any Incidental Registration initiated by it shares of Common Stock otherwise being sold through underwriters under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4.such

Incidental Registration. If Each time the Company, Company shall determine to file a registration statement under the Securities Act (other than on Form S-8 or Form S-4) in connection with the proposed offer and sale for itself money of any of its equity securities by it or by any of its security holders, the Company will give written notice of its determination to all holders other than pursuant to of Registrable Stock. Upon the written request of a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale holder of any shares Registrable Stock delivered to the Company within fifteen (15) days following the Company's notice, the Company will cause all such Registrable Stock, the holders of its capital stock or other securities (other than (i) which have so requested registration thereof, to be included in such registration statement, all to the registration of an offer, extent requisite to permit the sale or other disposition of securities solely to employees of, by the prospective seller or other Persons providing services to, the Company or any subsidiary sellers of the Company pursuant Registrable Stock to an employee or similar benefit plan or (ii) be so registered in connection accordance with a merger, acquisition or other transaction the terms of the type described in Rule 145 under proposed offering. If the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject is to Section 2.2(b)cover an underwritten distribution, the Company shall use its best efforts as soon as practicable thereafter to cause any the Registrable Securities specified Stock requested for inclusion pursuant to this Section 11(a) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in 9 the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the amount of the Registrable Stock to be included in the offering shall be reduced and the Registrable Stock and the other shares to be offered (excluding shares to be offered by or for the account of the Company) shall participate in such Holder offering as follows: the Registrable Stock to be included in such registration statement (an "Incidental Registration"). If a Holder desires offering and the other shares of Common Stock to include less than all Registrable Securities held by it be included in any Incidental Registration, then such Holder offering shall nevertheless continue to have the right to include any remaining Registrable Securities each be reduced pro rata in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior proportion to the effectiveness number of shares of Common Stock proposed to be included in such offering by each holder of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4shares.

Incidental Registration. If the Company, for itself or Company at any time (other than pursuant to Section 6.1) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of security holders other than pursuant the Investors or both (except with respect to a Requested Registrationregistration statements on Forms S-4, at any S-8 or another form not availa▇▇▇ ▇▇▇ registering the Registrable Shares for sale to the public), each such time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes it will give written notice to effect a registration under the Securities Act of the offering and sale of any shares each Investor then holding Registrable Shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such Investor, received by the Company within 20 30 days after the receipt giving of any such notice by the Company, to register any of such notice, subject to Section 2.2(b)Registrable Shares, the Company shall will use its best efforts as soon as practicable thereafter to cause such Registrable Shares 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. In the event that any registration pursuant to this Section 6.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities specified by such Holder Shares to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting Investors based upon the terms number of Registrable Shares owned by such Investors) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; PROVIDED, HOWEVER, that such number of Registrable Shares shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or the requesting Investors, and PROVIDED, FURTHER, HOWEVER, that in no event may less than 30% of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.46.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Subject to Section 13(f) of this Agreement, if the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the holders of Restricted Stock invoking the rights under this Section 5 on a pro rata basis based on the total number of shares of Restricted Stock held by such Holder holders; and third, to any stockholder of the Company (other than such holders) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration. Furthermore, unless such offering is the Company's first underwritten public offering of its Common Stock after the date hereof, in the event of a reduction in the total amount of shares included in the registration, the number of shares of Series A and Series B Preferred Stock (or the shares of Common Stock issued upon conversion thereof) shall be reduced prior to any reduction in the number of shares of Series C Preferred Stock, the Series D Preferred Stock or the Series E Preferred Stock (or the shares of Common Stock issued upon conversion thereof). In no event will shares of any other selling stockholder be included in such registration statement that would reduce the number of shares which may be included by holders of Restricted Stock without the written consent of the holders of not less than sixty-six and two-thirds percent (an "Incidental Registration")662/3%) of the Restricted Stock proposed to be sold in the offering. If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 underwriter, delivered at least ten (10) business days prior to the effectiveness effective date of the registration statement. Any shares of Restricted Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationholder, whether or not the estates and family members of any Holder has elected such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to include Registrable Securities be a single holder, and any pro rata reduction with respect to such holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Incidental Registrationholder, as defined in this sentence. The Registration Expenses of such terminated or withdrawn registration shall be borne by Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any time proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration Common Stock under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) on a form available for the registration of an offerRestricted Common Stock by the holders thereof other than a registration on Form S-8, or any successor or similar forms or a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with acquisitions), it will at each such time give written notice to the Eligible Holders of its intention so to do and, upon written request given by the Eligible Holders within 30 days after receipt of any such notice (which request shall state the intended method of disposition of such securities by such Eligible Holder), the Company will use its best efforts to cause all or any Restricted Common Stock held by such Eligible Holder or which such Eligible Holder is then entitled to acquire to be registered so as to permit the sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with the intended methods thereof), as aforesaid by such Eligible Holder, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such other securities originally proposed to be registered. If an offering pursuant to this Section 2.413.6 is to be made through underwriters, the managing underwriter may, if in its reasonable opinion marketing factors so require, limit (pro rata according to the market value of securities proposed to be registered by each Eligible Holder) the number of (or eliminate entirely from the offering all of the) securities which Eligible Holders may register pursuant to this Section 13.6.

Incidental Registration. If the Company, for itself or Company at any time proposes to ----------------------- register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or any other form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its best reasonable efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent necessary to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 4 shall be, in whole or 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 (pro rata among the requesting holders 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 all or a portion of such Restricted Stock would adversely affect the marketing of the securities to be sold therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement (an "Incidental Registration"). If a Holder desires referred to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior 4 without thereby incurring any liability to the effectiveness holders of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holders of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have underwriting may be reduced pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior requesting holders to the effectiveness extent of the pro rata interests of such registration, whether or not any Holder has elected requesting holders in the outstanding stock of the Company (assuming conversion of the Series A Preferred Stock) if and to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration the extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If (a) Whenever the Company, for itself or any of its security holders Company proposes to file a Registration Statement (other than pursuant to a Requested Registration, Section 2.1 or in connection with its Initial Public Offering) at any time after the first anniversary of the date hereof and through the fifth anniversary hereoffrom time to time, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other it will, not less than (i) the registration of an offer15 days nor more than 30 days, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing reasonably anticipated date of a registration statement relating theretosuch filing, give written notice to all Purchasers of its intention to do so. In such event, upon Upon the written request of any Holder a Purchaser or Purchasers given within 20 15 days after the receipt Company provides such notice (which request shall state the intended method of disposition of such noticeRegistrable Shares), the Company shall, subject to Section 2.2(b), cause all Registrable Shares which the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified has been requested by such Holder Purchaser or Purchasers to register to be included registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held Purchaser or Purchasers; provided, that the Purchasers, if requested by it in any Incidental Registrationthe Company, then have provided the Company the information required from them for such Holder shall nevertheless continue to have registration; provided, further, that the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate postpone or withdraw any Incidental Registration initiated by it under registration effected pursuant to this Section 2.3 prior 2.2 without obligation to any Purchaser. If required pursuant to the effectiveness terms of existing agreements between the Company and Other Holders, these rights may be exercisable only on a pro rata basis with Other Holders on the basis of the number of shares owned by Other Holders and the Purchasers exercising their rights to incidental (or “piggyback”) registration for the same registration. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Purchasers as a part of its written notice made pursuant to Section 2.2(a). In such registrationevent, whether or not (i) the right of any Holder has elected Purchaser to include his, her or its Registrable Securities Shares in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4.pursuant to

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder received by the Company within 20 30 days after the receipt giving of any such notice, subject notice by the Company to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with such written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities pro rata among the requesting holders based upon the number of shares of Restricted Stock held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms requesting holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or requesting Purchasers holding Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Subject to the Companylimitations set forth in Section 9.3 hereof, for itself or any of its security holders other than pursuant to a Requested Registrationif, at any time after during the first anniversary of five year period ending on the date hereof and through five years from the fifth anniversary hereofdate of this Warrant, undertakes the Company proposes to effect a registration under the Securities Act of the offering and sale of register any shares of its capital stock Common Stock under the Act (except for any registration on Form S-8, or other securities any similar form then in effect, of shares of its Common Stock to be offered to employees pursuant to any employee benefit plans), it shall give notice (other than the "Registration Notice") to the holder of such intention and shall permit the holder to include in any such registration statement any issued and outstanding Warrant Shares (ithe "Registrable Securities"). If, within twenty (20) days of the giving of the Registration Notice, the holder notifies (the "Inclusion Notice") the Company that it wishes to include the Registrable Securities in such registration (which Inclusion Notice shall state the number of an offer, sale or other disposition Registrable Securities to be included and the proposed method of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary distribution of the Company pursuant to an employee or similar benefit plan or (iisame) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any all such Registrable Securities specified by such Holder to be included under the proposed registration for disposition by the holder in such accordance with the methods of disposition designated by the holder in the Inclusion Notice. Notwithstanding the foregoing, the Company may, to the extent then permitted by the Act, at any time prior to the time the subject registration statement (an "Incidental Registration"). If a Holder desires has become effective, determine not to include less than all Registrable Securities held by it effect such registration, in any Incidental Registration, then such Holder shall nevertheless continue to have which event the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have no further obligation to register the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4as proposed.

Incidental Registration. If the Company, for itself or Company at any time proposes to ----------------------- register any of its security holders equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to Section 3.1 or pursuant to a Requested Special Registration), at any time after whether or not for sale for its own account, and the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes registration form to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) be used may be used for the registration of an offerRegistrable Securities, sale or other disposition it will at such time give prompt written notice to all holders of securities solely Registrable Securities of its intention to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such eventdo so and, upon the written request of any Holder holder of Registrable Securities given to the Company within 20 30 days after the receipt Company has given any such notice (which request shall specify the Registrable Securities intended to be disposed of by such notice, subject to Section 2.2(bholder and the intended method of disposition thereof), the Company shall will use its best efforts as soon as practicable thereafter to cause any Registrable effect the registration under the Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than Act of all Registrable Securities held which the Company has been so requested to register by it the holders thereof, to the extent required to permit the disposition (in any Incidental Registrationaccordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, then provided that: -------- (a) if such Holder registration shall nevertheless continue to have be in connection with the right to first public offering of Common Stock following the Merger, the Company shall not include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses proposed registration if the Board shall have deter mined, after consultation with the managing underwriters for such offering, that it is not in the best interests of such terminated or withdrawn registration shall be borne by the Company to include any Registrable Securities in accordance with Section 2.4.such registration, provided that, if the Board makes such a determination, the Company shall -------- not include in such registration any securities not being sold for the account of the Company;

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2 or Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale of any shares of its capital stock to the public or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction the Company's initial public offering of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the CommissionCommon Stock), then on each such occasion the Company shall notify each Holder time it will give written notice to all holders of such undertaking at least 30 days prior outstanding Restricted Stock of its intention so to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 said written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders or to zero) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, PROVIDED, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in accordance such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, except on a pro rata basis with Section 2.4a reduction in the number of shares included for the account of any person other than the Company or requesting holders of Restricted Stock.

Incidental Registration. If the CompanyCompany at any time following the Effective Date, for itself or proposes to register any of its security holders other than pursuant to a Requested Registrationsecurities, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the a registration of an offer, sale statement on Form S-8 or other disposition of any successor form for securities solely to be offered to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an any employee or similar benefit plan or (ii) in connection with a merger, acquisition registration statement on form F-4 or any other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commissionform), then on each such occasion for its own account or for the Company account of any other person, it shall notify each give notice to the Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretointention. In such event, upon Upon the written request of any the Holder given within 20 twenty (20) days after the receipt of any such notice, subject to Section 2.2(b), the Company shall use its best efforts include in such registration all of the Registrable Shares indicated in such request, so as soon as practicable thereafter to cause permit the disposition of the shares so registered in the manner requested by the Holder. Notwithstanding any Registrable Securities specified other provision of this Section 2, with respect to an underwritten public offering by such Holder the Company, if the managing underwriter advises the Company in writing that marketing or other factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by the Holder and by other shareholders of the Company who are entitled to have their shares included in such registration, pro rata among them to the extent necessary to satisfy such limitation. To the extent Registrable Securities are excluded from such underwriting, the Holder shall agree not to sell its Registrable Shares included in the registration statement (an "Incidental Registration"). If a for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to enable the Holder desires to include less than all complete the distribution and resale of its Registrable Securities held by it in any Incidental RegistrationShares Notwithstanding the provisions of this Section 2, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw at any Incidental Registration initiated by time after it under this Section 2.3 prior shall have given notice to the effectiveness Holder, to elect not to file any such proposed registration statement; provided, however, that each key officer and director of the Company and each person who, at the time of the proposed filing of such registrationpublic offering, whether beneficially owns 1% or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses more of such terminated or withdrawn registration the outstanding capital stock of the Company, on a fully-converted, fully-diluted basis, shall be borne by enter into the Company in accordance with Section 2.4same agreement.

Incidental Registration. If the Company, for itself or Company at any time (other than pursuant to Section 3.1) proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of security holders other than pursuant the Investors or both (except with respect to a Requested Registrationregistration statements on Forms S-4, at any S-8 or another form not available for registering the Registrable ▇▇▇▇▇▇ ▇or sale to the public), each such time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes it will give written notice to effect a registration under the Securities Act of the offering and sale of any shares each Investor then holding Registrable Shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such Investor, received by the Company within 20 30 days after the receipt giving of any such notice by the Company, to register any of such notice, subject to Section 2.2(b)Registrable Shares, the Company shall will use its best efforts as soon as practicable thereafter to cause such Registrable Shares 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. In the event that any registration pursuant to this Section 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities specified by such Holder Shares to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting Investors based upon the terms number of Registrable Shares owned by such Investors) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of Registrable Shares shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or the requesting Investors, and provided, further, however, that in no event may less than 30% of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.43.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Subject to Section 13(f) of this Agreement, if the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the holders of Restricted Stock invoking the rights under this Section 5 on a pro rata basis based on the total number of shares of Restricted Stock held by such Holder holders; and third, to any stockholder of the Company (other than such holders) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration. In no event will shares of any other selling stockholder be included in such registration statement that would reduce the number of shares which may be included by holders of Restricted Stock without the written consent of the holders of not less than sixty-six and two-thirds percent (an "Incidental Registration")662/3%) of the Restricted Stock proposed to be sold in the offering. If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 underwriter, delivered at least ten (10) business days prior to the effectiveness effective date of the registration statement. Any shares of Restricted Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationholder, whether or not the estates and family members of any Holder has elected such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to include Registrable Securities be a single holder, and any pro rata reduction with respect to such holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Incidental Registrationholder, as defined in this sentence. The Registration Expenses of such terminated or withdrawn registration shall be borne by Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 thirty (30) days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its reasonable best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company in accordance therein; provided that with Section 2.4respect to any registration of the Company’s securities other than a registration for the Company’s initial public offering, (a) all other securities are first entirely excluded from the registration; and (b) the holders’ Restricted Stock shall not be reduced to a number such that the holders’ Restricted Stock being registered represents less than twenty five percent (25%) of the total amount of securities being registered by the Company.

Incidental Registration. If (a) Whenever the Company, for itself or any of its security holders Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to a Requested RegistrationSection 3.1), at any time after the first anniversary of the date hereof and through the fifth anniversary hereoffrom time to time, undertakes it will, prior to effect a registration under the Securities Act of the offering and sale of any shares such filing, give written notice to all Preferred Stockholders of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo so. In such event, upon Upon the written request of any Holder a Preferred Stockholder or Preferred Stockholders given within 20 days after the receipt of Company provides such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included include in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held Shares which the Company has been requested by it in any Incidental Registration, then such Holder shall nevertheless continue Preferred Stockholder or Preferred Stockholders to have so include; provided that the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate postpone or withdraw any Incidental Registration initiated by it under registration effected pursuant to this Section 2.3 prior 3.2 without obligation to any Preferred Stockholder. (b) If the effectiveness registration for which the Company gives notice pursuant to Section 3.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Preferred Stockholders as a part of the written notice given pursuant to Section 3.2(a). In such registrationevent, whether or not (i) the right of any Holder has elected Preferred Stockholder to include its Registrable Securities Shares in such Incidental Registration. The Registration Expenses of registration pursuant to this Section 3.2 shall be conditioned upon such terminated or withdrawn Preferred Stockholder’s participation in such underwriting on the terms set forth herein and (ii) all Preferred Stockholders including Registrable Shares in such registration shall be borne enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company in accordance with Section 2.4.the

Incidental Registration. If the Company, for itself or Company at any time (other than pursuant to Section 3.1) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of security holders other than pursuant the Investors or both (except with respect to a Requested Registrationregistration statements on Forms S-4, at any S-8 or another form not availabl▇ ▇▇▇ ▇▇gistering the Registrable Shares for sale to the public), each such time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes it will give written notice to effect a registration under the Securities Act of the offering and sale of any shares each Investor then holding Registrable Shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such Investor, received by the Company within 20 30 days after the receipt giving of any such notice by the Company, to register any of such notice, subject to Section 2.2(b)Registrable Shares, the Company shall will use its best efforts as soon as practicable thereafter to cause such Registrable Shares 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. In the event that any registration pursuant to this Section 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities specified by such Holder Shares to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting Investors based upon the terms number of Registrable Shares owned by such Investors) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of Registrable Shares shall not be reduced if any shares are to be included in accordance with such underwriting for the account of any person other than the Company or the requesting Investors, and provided, further, however, that in no event may less than 30% of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.43.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Buyer at any of its security holders time (other than pursuant to a Requested Registration, at ----------------------- Section 2) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its Common Stock under the Securities Act for sale to the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), it shall give written notice to all holders of the offering and sale of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Buyer within 20 30 days after the receipt giving of any such noticenotice by the Buyer, subject to Section 2.2(bregister any of its Restricted Stock which has been released from its respective Lock-Up (which request shall state the intended method of disposition thereof), the Company shall Buyer will use its best reasonable commercial efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Buyer. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 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 (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter or underwriters shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Buyer. Notwithstanding the foregoing provisions, the Buyer may elect not to file, withdraw or file a post-effective amendment terminating any registration statement (an "Incidental Registration"). If a Holder desires referred to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior 3 without thereby incurring any liability to the effectiveness holders of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 8(b) or (d) hereof) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Securityholder Shares for sale to the public), each such time it will give written notice to all holders of any shares Securityholder Shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder holder of Securityholder Shares, received by the Company within 20 thirty (30) days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Securityholder Shares (whether or not such Securityholder Shares are issued or outstanding at the time), in whole or in part (which request shall state the intended method of disposition thereof), the Company shall will use its best efforts as soon as practicable thereafter to cause the Securityholder Shares 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 Securityholder Shares so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 8(c) shall be, in whole or in part, an underwritten public offering of Securities, the number of Securityholder Shares to be included in such registration statement an underwriting may be reduced, in whole or in part, (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders of Securityholder Shares based upon the terms number of Securityholder Shares owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion 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. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.48(c) without thereby incurring any liability to the holders of Securityholder Shares.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Registrable Securities for sale to the public), each such time it will give written notice to all holders of any shares outstanding Registrable Securities of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Registrable Securities, the Company shall will use its best efforts as soon as practicable thereafter to cause any the Registrable Securities specified 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 of such Holder Registrable Securities so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all pro rata among the requesting holders based upon the number of shares of Registrable Securities held owned by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in accordance with Section 2.4such underwriting for the account of any person other than the Company or requesting holders of Registrable Securities.

Incidental Registration. If the Company, for itself or Company at any time proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 fifteen days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires pro rata among the requesting holders and all other holders of Registrable Securities seeking to include less than all sell shares in such underwriting, based upon the number of shares of Restricted Stock or Registrable Securities held by it in any Incidental Registration, then each such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms holder) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.43 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 4 or Section 6) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public, and the registration statement to be filed by the Company to register the shares of Common Stock to be issued to the stockholders of Educo, Inc.), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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 (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders and the shares of Common Stock held by the persons referred to in clauses (ii) and (iii) of the offering proviso to this sentence) if and sale to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any shares of its capital stock or other securities (person other than (i) the registration of an offerCompany, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) requesting holders of Restricted Stock or (iii) any other holders of Common Stock who as of June 30, 1998 are entitled to contractual "piggyback" or "incidental" rights to be included in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of registration statement. Whenever a registration statement relating thereto. In is deemed (pursuant to the provisions of Section 4 or Section 6) to be a registration statement initiated by the Company and therefore governed by the provisions of this Section 5, such event, upon registration statement shall nevertheless be deemed to count as a registration statement required to be filed by the written request Company under Section 6 and Section 4 if the registration statement covers all shares of any Holder within 20 days after Restricted Stock specified in the receipt notices from the requesting holders thereof for sale in accordance with the method of disposition specified in such notice, subject becomes effective and, if such method of disposition is a firm commitment underwritten public offering, 75% of all such shares are sold pursuant thereto. (b) Notwithstanding anything herein to Section 2.2(b)the contrary, the Company shall use its best efforts as soon as practicable thereafter not be required to cause file any Registrable Securities specified registration statement registering the Restricted Stock upon the demand of the holders of the Restricted Stock made under Section 4 or Section 6 of this Agreement during the period beginning on the date of the Company's receipt of a notice from requesting holders pursuant to Section 4 or Section 6 of the Registration Rights Agreement by such Holder to be and among the Company, Edison Venture Fund II, L.P. and Edison Venture Fund, II-Pa., L.P. and ending on the date on which the distribution of the securities included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4been completed.

Incidental Registration. If the Company, for itself or Company at any time proposes to ----------------------- register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and Restricted Stock for sale to the public), each such time the Company will give written notice to all Holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo so. In such event, upon Upon the written request of any such Holder received by the Company within 20 30 days after of the receipt giving of any such notice by the Company to register any of such notice, subject to Section 2.2(bHolder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its reasonable best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with such Holder's written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 4 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 registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration underwriting shall be borne such number of shares that the managing underwriter shall be of the opinion would not adversely affect the marketing of the securities to be sold by the Company or the requesting party therein or as otherwise advisable and subject, in accordance with Section 2.4any case, to any superior rights of others to have their shares included in such registration.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2 or Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, for its own account (except with respect to registration statements on Form S-1, Form S-8, their respective successor forms, or another form ▇▇▇ ▇▇▇▇▇▇▇▇e for registering the Registrable Securities for sale to the public), each such time it will give written notice to all Holders of the offering and sale of any shares outstanding Registrable Securities of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the do. The Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such eventshall, upon the written request of any Holder such Holder, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b), register any of its Registrable Securities (which request shall state the Company shall intended method of disposition thereof) use its best efforts as soon as practicable thereafter to cause any the Registrable Securities specified 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 Holder Registrable Securities so registered. In the event that any registration pursuant to this Section 3, shall be, in whole or in part, an underwritten public offering of Ordinary Shares, the number of Ordinary Shares to be included in such registration statement underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registrationpro rata among the requesting Holders under this Agreement and under the Existing Registration Agreement, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration based upon the terms numbers of Ordinary Shares owned by such Holders) subject to any registration rights; if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.43 without thereby incurring any liability to the Holders of Registrable Securities (other than as provided in Section 6).

Incidental Registration. (a) If the Company, for itself or Company at any of its security holders time (other than pursuant to an initial public offering of the Company's securities) proposes to register any Common Shares under the Act for sale to the public, (i) for its own account (except with respect to registration statements on Forms ▇-▇, ▇-▇ or such other form which is not available for registering Common Shares for sale to the public) or (ii) for the account of Coyote, each such time it will give prior written notice to APL of its intention so to do. Upon the written request of APL, received by the Company within twenty (20) days after the giving of any such notice by the Company, to register any of its Common Shares (which request shall state the intended method of disposition thereof), the Company will use commercially reasonable efforts to cause the Common Shares 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 by APL (in accordance with its written request) of such Common Shares so registered. Alternatively, the Company may in its sole discretion include such Common Shares in a Requested Registrationseparate registration statement to be filed concurrently with the registration statement for the securities to be filed by the Company for its own account or for the account of Coyote. In the event that any registration of Common Shares for the account of the Company pursuant to this Paragraph 11 shall be, in whole or in part, an underwritten public offering of Common Shares, the number of Common Shares owned by APL and Coyote to be included in such an underwriting may be reduced (pro rata among APL, Coyote and other persons with pari passu incidental registration rights, as may be applicable, based upon the number of Shares owned by APL, Coyote and such other persons) due to underwriter market limitations if, and to the extent, that the managing underwriter advises the Company that in its opinion such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In addition, if the managing underwriter so advises, for any reason, against the inclusion of all or any portion of Common Shares owned by APL in the public offering, then APL shall only have the right to register Common Shares therein as so advised by the managing underwriter. It is acknowledged by the parties hereto that the rights of APL to include Common Shares in a registration shall be subordinate to those of the Company and, except as expressly provided herein, on a parity with Coyote or other person selling Common Shares for its own account so that, except as expressly provided herein, cut backs shall be made on a pro rata basis based on the number of Common Shares held by each such person. Except as set forth above, there shall be no limit to the number of registrations that may be requested pursuant to this Paragraph 11. (b) In connection with each registration pursuant to Paragraph 11(a) covering an underwritten public offering pursuant to which APL sells Common Shares, APL agrees to (i) enter into a written agreement with the managing underwriter under the same terms and conditions as apply to the Company or the selling shareholders, as applicable, and (ii) furnish to the Company in writing such information with respect to APL and the proposed distribution by APL as reasonably shall be necessary and shall be requested by the Company in order to comply with federal and applicable state securities laws. (c) If, at any time after giving notice of its intention to register any Common Shares pursuant to this Paragraph 11 and prior to the first anniversary effective date of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) statement filed in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b)registration, the Company shall use determine for any reason not to register such Common Shares, the Company shall give written notice to APL and, thereupon, shall be relieved of its best efforts as soon as practicable thereafter obligation to cause register any Registrable Securities specified by APL Shares in connection with such Holder registration. (d) The APL Shares shall cease to be included in such registration statement (an "Incidental Registration"). If a Holder desires registrable pursuant to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have this Paragraph 11 on the right to include any remaining Registrable Securities in any subsequent Incidental Registration date upon which they are effectively registered under the terms Act and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness disposed of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4any registration statement covering it.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 3) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the offering and securities held by the Members for sale of any shares to the public), each such time it will give written notice to all Members of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo so. In such event, upon Upon the written request of any Holder such Member, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its securities, the Company shall will use its best efforts as soon as practicable thereafter to cause the 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 of such securities so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of common stock, the number of shares to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting Members based upon the terms number of securities owned by such Members) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided however, that such number of shares shall not be reduced if any shares are to be included in accordance with Section 2.4such underwriting for the account of any person other than the Company or requesting Members.

Incidental Registration. If (a) subject to the Companyterms and conditions of this Agreement, for itself or any of its security holders other than pursuant if the company proposes to file a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration Registration Statement under the Securities Act relating to an underwritten public offering of the offering and sale of any shares of its capital common stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered Registration Statement on Form S-4 or similar Form S-5) to be offered for its own account or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder account of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b)others, the Company shall (i) provide written notice of the proposed offering to Shareholder, setting forth a description of the intended method of distribution (the "Incidental Registration Notice"), and (ii) use its reasonable best efforts as soon as practicable thereafter to cause any Registrable Securities specified by register pursuant to such Holder to be included in such registration statement Registration Statement (an "Incidental Registration"). If a Holder desires to include less than all ) such number of Registrable Securities held as shall be specified in a written request by it Shareholder made within 20 days after receipt of such written notice from the Company. (b) Shareholder shall (together with the Company) enter into an underwriting agreement in such form as shall have been negotiated and agreed to by the Company with the Underwriter or Underwriters selected for such underwriting by the Company. (c) Notwithstanding the foregoing, if at any Incidental Registrationtime after giving written notice to Shareholder of its proposal to file a Registration Statement pursuant to Section 2.2(a) hereof and prior to the effective date of such Registration Statement, then the Company shall determine for any reason not to register the securities proposed to be covered thereby, the Company may, at its election, give written notice of such Holder determination to Shareholder and thereupon shall nevertheless continue be relieved of its obligation to have the right to include register any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right connection with such registration (but not from its obligation to terminate or withdraw any Incidental Registration initiated by it under this pay certain expenses in connection therewith as provided in Section 2.3 prior 3.2), without prejudice, however, to the effectiveness of rights Shareholder otherwise may have to request that such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with effected under Section 2.42.1.

Incidental Registration. If the Company, for itself or Buyer at any time (other than pursuant ----------------------- to Section 2) proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration Common Stock under the Securities Act for sale to the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), it shall give written notice to all holders of the offering and sale of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Buyer within 20 30 days after the receipt giving of any such noticenotice by the Buyer, subject to Section 2.2(bregister any of its Restricted Stock which have been released from their respective Lock-ups (which request shall state the intended method of disposition thereof), the Company shall Buyer will use its best reasonable commercial efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Buyer. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 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 (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter or underwriters shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Buyer. Notwithstanding the foregoing provisions, the Buyer may elect not to file, withdraw or file a post-effective amendment terminating any registration statement (an "Incidental Registration"). If a Holder desires referred to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior 3 without thereby incurring any liability to the effectiveness holders of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Restricted Stock.

Incidental Registration. If Each time the Company, Company shall determine to ----------------------- file a Registration Statement in connection with the proposed offer and sale for itself cash of any of its securities by it or any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services toholders, the Company or any subsidiary will give written notice of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior its determination to the filing of a registration statement relating theretoStockholders. In such event, upon Upon the written request of any Holder or all of the Stockholders given within 20 30 days after the receipt giving of any such noticenotice by the Company, subject the Company will use its best efforts to Section 2.2(b)cause all shares of Registrable Stock which such Stockholder(s) have requested to register to be included in such Registration Statement, all to the extent required to permit the sale or other disposition by the prospective seller of the Registrable Stock to be so registered. If the Registration Statement is to cover an underwritten distribution, the Company shall use its best efforts as soon as practicable thereafter to cause any the Registrable Securities specified by such Holder Stock requested for inclusion pursuant to this Section 4 to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon underwriting on the same terms and conditions set forth hereinas the securities otherwise being sold through the underwriters. The Company shall have If, in the right good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Stock requested for inclusion pursuant to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior 4 and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the effectiveness number of such registrationshares of Registrable Stock and other securities to be included in the offering, whether or not any Holder has elected except for shares to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne issued by the Company in accordance an offering initiated by the Company or Offering Shares to be sold by any other party, shall be reduced to the required level with Section 2.4the participation in such offering to be pro rata among the holders thereof requesting such registration, based upon the number of shares of Registrable Stock and other securities owned by such holders.

Incidental Registration. If the Company, for itself or after the date of this Agreement, proposes to register any of its security holders securities under the Securities Act, based upon a firm commitment underwritten public offering (other than pursuant to a Requested RegistrationSection 4 or Section 6), at any whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Restricted ▇▇▇▇▇ ▇or sale to the public), each such time after the first anniversary it will give written notice to all holders of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have pro rata among the right to include any remaining Registrable Securities in any subsequent Incidental Registration requesting holders based upon the terms number of shares of Restricted Stock owned by such holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced to less than one-third of the total shares to be included in accordance with such underwriting. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.45 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company, for itself or Company at any time proposes to ----------------------- register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or any other form not available for registering the offering and Restricted Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its best reasonable efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 4 shall be, in whole or 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 pro rata among the requesting holders 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 all or a portion of such Restricted Stock would adversely affect the marketing of the securities to be sold therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement (an "Incidental Registration"). If a Holder desires referred to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior 4 without thereby incurring any liability to the effectiveness holders of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Restricted Stock.

Incidental Registration. If Stock requesting registration pursuant to this Section 5 based upon the Companynumber of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall -------- ------- not be reduced if any shares are to be included in such underwriting for itself or the account of any of its security holders person other than pursuant the Company and the holders of Restricted Stock. Notwithstanding anything to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary contrary contained in Section 4 or 5 hereof, undertakes to effect in the event that there is a registration under the Securities Act of the firm commitment underwritten public offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with a mergersuch offering, acquisition or other transaction such holder shall, to the extent required by such underwriters with respect to all holders of Restricted Stock, refrain from selling such Restricted Stock so registered pursuant to this Section 5 during the period of distribution of the type described Company's securities by such underwriters and the period in Rule 145 under which the Securities Act or a comparable or successor ruleunderwriting syndicate participates in the after market; provided, registered however, that such holder shall, in any event, be entitled to sell its -------- ------- Restricted Stock commencing on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion 120th day after the Company shall notify each Holder effective date of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4statement.

Incidental Registration. If In the Company, event that (but without any obligation to do so) the Corporation proposes to register any shares of Common Stock in connection with the public offering of such shares solely for itself or cash on any form of its security holders registration statement in which the inclusion of the Common Stock is appropriate (other than a registration pursuant to a Requested Registrationregistration statement on Form S-4 or Form S-8 (or any successor forms) or any form that does not include substantially the same information, at any time after other than information relating to the first anniversary selling holders or their plan of the date hereof and through the fifth anniversary hereofdistribution, undertakes as would be required to effect be included in a registration statement under the Securities Act of 1933, as amended, covering the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services toCommon Stock), the Company or any subsidiary Corporation shall promptly give the holder of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder this Warrant Certificate written notice of such undertaking registration at least 30 thirty (30) days prior to before the anticipated filing date of a any such registration statement relating theretostatement. In such event, upon Upon the written request of any Holder holder within 20 fifteen (15) days after the receipt by such holder of such notice, subject to Section 2.2(b)notice from the Corporation, the Company Corporation shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be registered under the Securities Act all of the Common Stock that such holder has so requested to be registered; provided, however that if the underwriter(s) advise the holder in writing that marketing or other factors require that less than 100% of the shares of Common Stock requested by the holder be included in the underwriting, then the Corporation shall so advise the holder. The Corporation shall not be required to proceed with, or maintain the effectiveness of, any registration of its securities after giving the notice herein provided, and the right of any holder to have Common Stock included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it shall be conditioned upon participation in any Incidental Registration, then such Holder underwriting to the extent so allowed. The Corporation shall nevertheless continue to have the right not be required to include any remaining Registrable Securities Common Stock in any subsequent Incidental Registration such underwriting unless the holder enters into an underwriting agreement with the underwriter(s) selected by the Corporation in customary form, and upon the terms and conditions set forth herein. The Company shall have agreed upon between the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of Corporation and such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4underwriter(s).

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2 or Section 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, ▇-▇, ▇-4, F-11, F-12 or another form not available for registering the offering and Registrable Stock for sale to the public), each such time it will give written notice to all holders of any shares outstanding Registrable Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 30 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(bregister any of its Registrable Stock (which request shall state the intended method of disposition thereof), the Company shall will use its best efforts as soon as practicable thereafter to cause the Registrable Stock 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 Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Ordinary Shares, the number of shares of Registrable Securities specified by Stock to be included in 4 such Holder an underwriting may be reduced; provided, however, that in no event may less than one-third of the total number of Ordinary Shares to be included in such underwriting be made available for shares of Registrable Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement (an "Incidental Registration"). If a Holder desires referred to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior 3 without thereby incurring any liability to the effectiveness holders of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4Stock.

Incidental Registration. If the Company, for itself or Company at any of its security holders time (other than pursuant to a Requested Registration, at Section 2 or 4) proposes to register any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the offering and Registrable Securities for sale of any shares of its capital stock or other securities (other than (i) to the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services topublic), the Company or any subsidiary will give written notice to all Holders of the Company pursuant outstanding Registrable Securities of its intention so to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such Holder, received by the Company within 20 days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Registrable Securities, the Company shall will use its best efforts as soon as practicable thereafter to cause any the Registrable Securities specified as to which registration shall have been so requested to be included in the securities to be covered by such Holder the registration statement proposed to be filed by the 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 Stock, the number of shares of Registrable Securities to be included in such registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires to include less than all pro rata among the requesting Holders based upon the number of shares of Registrable Securities held owned by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms Holders) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness extent that the managing underwriter is of the opinion that such registration, whether or not any Holder has elected inclusion would adversely affect the marketing of the securities to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.43 without thereby incurring any liability to the Holders of Registrable Securities.

Incidental Registration. If the Company, for itself or Company at any time proposes to register any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the offering and Restricte▇ ▇▇▇▇▇ for sale to the public), each such time it will give written notice to all holders of any shares outstanding Restricted Stock of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely intention so to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating theretodo. In such event, upon Upon the written request of any Holder such holder, received by the Company within 20 fifteen days after the receipt giving of any such noticenotice by the Company, subject to Section 2.2(b)register any of its Restricted Stock, the Company shall will use its best efforts as soon as practicable thereafter to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration 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 so registered. In the event that any Registrable Securities specified by such Holder registration pursuant to this Section 3 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 registration statement an underwriting may be reduced (an "Incidental Registration"). If a Holder desires pro rata among the requesting holders and all other holders of Registrable Securities seeking to include less than all sell shares in such underwriting, based upon the number of shares of Restricted Stock or Registrable Securities held by it in any Incidental Registration, then each such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms holder) if and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration extent that the managing underwriter shall be borne of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with this Section 2.43 without thereby incurring any liability to the holders of Restricted Stock.