Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2. Upon the written request of any such holder made within 10 business days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company Echo at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act (other than by registration on Form S-4 S-1 or S-8 Form S-3, or any successor or similar forms and other than form(s) (except registrations (i) pursuant to Section 3.12.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice to all holders each of Registrable Securities the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such holders’ rights under this Section 3.2registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such holder Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within 10 business days three (3) Business Days after the receipt of any such notice (which request notice, Echo shall specify the Registrable Securities intended to be disposed of by include in such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Echo has been so requested to register by the holders thereofeach Holder (subject to Section 2.2(c)); provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Echo shall determine for any reason either pursuant to a Board Resolution not to register or to delay registration of such equity securities, the Company may, at its election, and Echo shall give written notice of such determination and its reasons therefor to each holder of Registrable Securities and, thereupon, the Holders and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from its any obligation to pay the Registration Expenses in connection therewiththerewith as provided for in Section 2.2(d), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, ) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securitiessecurities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 3.2 2.2 shall relieve the Company Echo of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1.

Right to Include Registrable Securities. If the Company at any time after the date hereof but before the third anniversary of the date hereof, the Company proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holders’ Holders' rights under this Section 3.22.2. Upon the written request of any such holder Holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.12.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the Holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities exercisable at their sole discretion and will in no way limit any of the Company are included in such registration, on Company's obligations to pay the basis of the respective amounts of the securities then being registered on Securities according to their behalfterms.

Right to Include Registrable Securities. If the Company Purchaser at any time --------------------------------------- proposes to register any of its securities under the Securities Act (other than by registration on Form S-4 or S-8 Forms X-0, X-0, X-0 or any successor or similar form(s) (except registrations on such forms and other than pursuant to Section 3.1or similar forms solely for registration of securities in connection with (i) an employee benefit plan or dividend reinvestment plan or a merger or consolidation or (ii) debt securities which are not convertible into Purchaser Common Stock), whether or not for sale for its own account, it will shall each such time give prompt written notice to all holders of Registrable Securities the Shareholder of its intention to do so and at least 30 days prior to the anticipated filing date of a registration statement with respect to such holders’ rights under this Section 3.2registration with the Commission. Upon the written request of the Shareholder made as promptly as practicable and in any such holder made event within 10 business days after the receipt of any such notice (notice, which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Shareholder, the Company will, subject to the terms of this Agreement, Purchaser shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Purchaser has been so requested to register by the holders thereofShareholder; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Purchaser shall determine for any reason either not to register or to delay registration of such securities, the Company Purchaser may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Shareholder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No If an underwritten offering, any right of the Shareholder to participate in a registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration 21.2 shall be allocated pro rata among all Persons on whose behalf securities conditioned upon it agreeing to offer and sell Registrable Securities in accordance with the plan of distribution applicable to the Company are included other Purchaser Shares sought to be offered and sold in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company at any time after the date hereof but before the third anniversary of the date hereof, the Company proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.22.2. Upon the written request of any such holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.12.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the Holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities exercisable at their sole discretion and will in no way limit any of the Company are included in such registration, on Company's obligations to pay the basis of the respective amounts of the securities then being registered on Securities according to their behalfterms.

Right to Include Registrable Securities. If the Company at any time prior to the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 X-0, X-0 or any successor or similar forms or any other form not available for registering the Registrable Securities for sale to the public and other than pursuant to Section 3.12.1 hereof), whether or not for sale for its own account, it will each such time time, at least 15 days prior to filing the registration statement, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2so. Upon the written request of any such holder Holders of an aggregate of at least 25,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolders of such Registrable Securities, to the extent requisite to permit the disposition (in accordance with determined pursuant to the intended methods thereof as aforesaidprovisions of Section 2.1(b) hereof) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewithaccordance with Section 2.1(e) hereof), without prejudice, however, to the rights of any holder Holder or holders Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable SecuritiesSecurities being registered pursuant to this Section 2.2(a), for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1 hereof.

Right to Include Registrable Securities. If Except in the case of a Qualified IPO that is consummated on or before March 31, 1997, if the Company at any time proposes to effect a Qualified IPO or, following a Qualified IPO, proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1forms), whether or not for sale for its own account, it in a manner which would permit registration of Registrable Securities for sale to the public under the Act, then the Company will each such time give prompt written notice (which shall be at least 30 days prior to filing) to all holders Eligible Holders of Registrable Securities of its intention to do so and of such holders’ Eligible Holders' rights under this Section 3.2Paragraph 1. Upon the written request of any such holder Eligible Holder made within 10 business 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Eligible Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided in a separate registration statement concurrently filed and on terms substantially the same as those being offered to the Company; PROVIDED that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Eligible Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.:

Right to Include Registrable Securities. If Following the Company at any issuance of Xxxxxx Common Stock to BCP pursuant to Section 4.1(b), each time LWN proposes to register any of its securities Xxxxxx Common Stock under the Securities Act (other than a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holders’ the Holders' rights under this Section 3.25.1(a). Upon the written request of any such holder Holder made within 10 business 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, LWN will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company LWN has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company LWN shall determine for any reason either not to register or to delay registration of such securitiesproceed with the proposed registration, the Company LWN may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) if such registration involves an underwritten offering by LWN (underwritten, at least in the case part, by Persons who are not Affiliates of a determination LWN), all Holders requesting to delay registering, have Registrable Securities included in LWN's registration must sell their Registrable Securities to such underwriters who shall be permitted to delay registering any Registrable Securities, for have been selected by LWN on the same period terms and conditions as the delay apply to LWN, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in registering such other securitiescombined primary and secondary offerings. No If a proposed registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any5.1(a) involves such an underwritten public offering, any Holder making a request under this Section 5.1(a) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities may elect in writing, prior to the effective date of the Company are included registration statement filed in connection with such registration, on the basis of the respective amounts of the to withdraw such request and not to have such securities then being registered on their behalfin connection with such registration.

Right to Include Registrable Securities. If Whenever the Company at any time proposes to register the sale of any of its equity securities under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor or similar forms and other than pursuant form then in effect, the Company shall give written notice thereof to Section 3.1each Holder as soon as practicable (but in any event at least 30 days before such filing), whether or not for sale for its own account, it will each offering such time give prompt written notice Holder the opportunity to all holders register on such registration statement such number of Registrable Securities of its intention to do so and of as such holders’ rights under this Section 3.2. Upon the written Holder may request of any such holder made within 10 business days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company willin writing, subject to the terms provisions of this Agreementsection 3(b), not later than 20 days after the date of the giving of such notice (a "Piggyback Registration"). Upon receipt by the Company of any such request, the Company shall use its commercially reasonable efforts to, or in the case of an underwritten offering, to effect cause the registration under the Securities Act of all managing underwriter or underwriters to, include such Registrable Securities which the Company has been so requested in such registration statement (or in a separate registration statement concurrently filed) and to register by the holders thereof, cause such registration statement to the extent requisite become effective with respect to permit the disposition (such Registrable Securities in accordance with the intended methods thereof as aforesaid) of registration procedures set forth in Section 6 hereof. If the Company's registration is to be effected pursuant to an underwritten offering, Registrable Securities so registered pursuant to this Section 3 shall be registereddistributed in accordance with such offering. Notwithstanding the foregoing, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, if at any time after giving written notice of its intention to register any its equity securities and prior to before the effective date effectiveness of the registration statement filed in connection with such registration, the Company shall determine determines for any reason either not to register effect such registration or to delay registration of such securitiesregistration, the Company may, at its election, give by delivery of written notice of such determination to each holder of Registrable Securities and, thereupon, Holder (iA) in the case of a determination not to registereffect registration, shall be relieved relieve itself of its obligation to register any the Registrable Securities in connection with such registration or (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (iiB) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering the registration of such other equity securities. No Each Holder requesting inclusion in a registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities 3 may, at any time before the effective date of the Company are included in registration statement relating to such registration, on revoke such request by delivering written notice of such revocation to the basis Company (which notice shall be effective only upon receipt by the Company); provided, however, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would materially delay the registration or otherwise require a recirculation of the respective amounts of prospectus contained in the securities registration statement, then being registered on their behalfsuch holder shall have no right to so revoke its request.

Right to Include Registrable Securities. If any time after the date hereof but before the third anniversary of the date hereof, the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holders’ Holders' rights under this Section 3.22.2. Upon the written request of any such holder Holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder an and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.12.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the Holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities exercisable at their sole discretion and will in no way limit any of the Company are included in such registration, on Company's obligations to pay the basis of the respective amounts of the securities then being registered on Securities according to their behalfterms.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or Form S-8 or any successor or similar forms form and other than pursuant to Section 3.12.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so so, specifying the intended method of disposition thereof, and of such holdersHolders’ rights under this Section 3.22.2. Upon the written request of any such holder Holder made within 10 business 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder Holder or holders of Registrable Securities Holders entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1.

Right to Include Registrable Securities. If any time after the date hereof but before the third anniversary of the date hereof, the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each at such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holders’ Holders' rights under this Section 3.22.2. Upon the written request of any such holder Holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder an and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.12.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the Holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities exercisable at their sole discretion and will in no way limit any of the Company are included in such registration, on Company's obligations to pay the basis of the respective amounts of the securities then being registered on Securities according to their behalfterms.

Right to Include Registrable Securities. If Commencing on the Company date of this Agreement, if the Company, at any time or from time to time, proposes to register any of its equity securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1), Sections 2.1 or 2.2) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to such proposed registration) to all holders Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights Holders' right to participate in such registration under this Section 3.22.3 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.3(b), upon the written request of any such holder Holder made within 10 business 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofregistered), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an "Incidental Registration"), to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Article IV. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (whether or not and for sale for its own accountany reason), provided that if, revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled Holders to do so to request that cause such registration to be effected as a registration under Section 3.1Sections 2.1 or 2.2, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 ; provided, however, that if such delay shall relieve extend beyond 120 days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.3 which the Company is obligated to effect. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such The registration rights granted pursuant to the provisions of this Section 2.3 shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfArticle II hereof.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Common Stock under the Securities Act (other than a Registration Statement filed by the Company on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business five days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any if such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay involves an underwritten offering, all Registration Expenses in connection with each registration Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least two business days prior to the effective date of the Registration Statement filed in connection with each such registration registration, not to register such securities in connection with such registration. The Company shall not be allocated pro rata among all Persons on whose behalf securities required to maintain the effectiveness of the Company are Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfRegistration Statement.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities IDSs or Common Stock under the Securities Act (other than than: (i) a registration in connection with an employee stock option or other benefit plan; (ii) a registration on Form S-4 or S-8 or any successor or similar forms form; (iii) an Exchange Shelf Registration; or (iv) a similar registration under Canadian Securities Laws) and other than pursuant to Section 3.1applicable Canadian Securities Laws (or under the Securities Act or applicable Canadian Securities Laws if the offering will not be registered under both the Securities Act and applicable Canadian Securities Laws), whether or not for sale for its own accountaccount (and including any registration pursuant to a request or demand registration right of any other person), it at any time, then the Company will each such time time, subject to the provisions of Section 4.2 hereof, give prompt written notice to all holders of Registrable Securities the Holders of its intention to do so and of such holdersthe Holders’ rights under this Section 3.2Article IV, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer the Holders the opportunity to include in such registration statement such number of Registrable Securities as each Holder may request. Upon the written request of any such holder Holder made within 10 business 15 days after the receipt of any such the Company’s notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable efforts to effect the proposed registration under the Securities Act and, if applicable, Canadian Securities Laws of all Registrable Securities which the Company has been so requested to register by the holders thereof, such Holder to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten offering, by inclusion of any such Holder must sell its Registrable Securities in to the registration statement which covers the securities which underwriters selected by the Company proposes on the same terms and conditions as apply to register the Company (whether or not for sale for its own account), provided except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Article VII hereof) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration (but not from its obligation pursuant to pay this Section 4.1 involves an underwritten public offering, any such Holder may elect, in writing no less than five business days prior to the Registration Expenses effective date of the registration statement filed in connection therewith)with such registration, without prejudice, however, not to the rights of any holder or holders of Registrable Securities entitled to do so to request that register such registration be effected as a registration under Section 3.1, and (ii) securities in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering connection with such other securitiesregistration. No registration effected under this Section 3.2 Article IV shall relieve the Company of its obligation obligations to effect any registration registrations upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1Article III hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfArticle IV.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Common Stock under the Securities Act (by registration on any form other than on Form Forms S-4 or S-8 or any successor in connection with the issuance of stock in consideration of the acquisition of assets or similar forms and other than pursuant to Section 3.1)a business, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.21.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 10 business 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofRequesting Holder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Requesting Holders thereof; PROVIDED, that prior to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) effective date of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which filed in connection with such registration, immediately upon notification to the Company proposes from the managing underwriter of the price at which such securities are to register (whether or not for sale for be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its own account)request to have its Registrable Securities included in such registration statement; PROVIDED, provided FURTHER, HOWEVER, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Requesting Holder of Registrable Securities and, thereupon, and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that cause such registration to be effected as a registration under Section 3.11.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf1.1.

Right to Include Registrable Securities. If the Company at any time after the date hereof proposes to register any of its securities Common Stock under the Securities Act (other than a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own accountaccount (but excluding in a registration under Section 3 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any if such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay involves an underwritten offering, all Registration Expenses in connection with each registration Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the not to register such securities then being registered on their behalfin connection with such registration.

Right to Include Registrable Securities. If the Company at any time after the date hereof proposes to register any of its securities Common Stock under the Securities Act (other than a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.23. Upon the written request of any such holder Holder made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof; provided, to the extent requisite to permit the disposition that (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any if such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay involves an underwritten offering, all Registration Expenses in connection with each registration Holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the not to register such securities then being registered on their behalfin connection with such registration.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by registration on Form S-4 or S-8 Forms X-0, X-0, X-0 or any successor or similar forms and other than pursuant to Section 3.1form(s) (except reg- istrations on such Forms or similar form(s) solely for regis- tration of securities in connection with (i) an employee bene- fit plan or dividend reinvestment plan or a merger or xxxxxxx- dation or (ii) debt securities which are not convertible into Common Stock), whether or not for sale for its own account, it will shall, subject to Section 2.8, each such time give prompt written notice to all holders of Registrable Securities RHI of its intention to do so and of such holders’ RHI's rights under this Section 3.22.2 at least 15 days prior to the filing of a registration statement with respect to such registration with the Commission. Upon the written request of RHI made as promptly as practicable and in any such holder made event within 10 5 business days after the receipt of any such notice (notice, which request shall specify spec- ify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)RHI, the Company willshall, subject to the terms of this AgreementSection 2.7, use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by RHI; provided, that with respect to registrations effected for the holders thereofaccount of another holder of securities of the Company, RHI's rights to include Registrable Securities will be subject to the extent requisite to permit the disposition (in accordance with the intended methods thereof consent of such other holder under agreements existing as aforesaid) of the Registrable Securities so to be registereddate of this Agreement; provided, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)further, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection con- nection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, RHI and (i) in the case of a determination not to register, shall be relieved of its obligation obliga- tion to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice; provided, however, to the rights of any holder or holders of Registrable Securities entitled to do so to that RHI may request that such registration be effected as a registration under Section 3.1, 2.1 hereof and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Regis- trable Securities for the same period as the delay in registering register- ing such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request demand under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.2.

Right to Include Registrable Securities. If Each time after the one year anniversary of the Company’s Initial Public Offering that the Company at proposes for any time proposes reason to register any of its securities of the same class as the Registrable Securities under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights (other than Demand Registrations pursuant to Section 1.2 hereof) (a “Proposed Registration”), the Company shall promptly give written notice (which notice shall be given not less than thirty (30) days prior to the expected filing date of the Proposed Registration and shall describe the intended method of distribution for the offering relating to the Proposed Registration) of such Proposed Registration to all Holders of Registrable Securities and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration (a “Piggyback Registration”); provided, however, that the Holders shall have no right to include Registrable Securities in a registration (i) pursuant to a Registration Statement on Form S-8 (or any successor form) (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or any successor form), (iii) that relates to a transaction subject to Rule 145 under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than rule thereto), (iv) pursuant to Section 3.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2. Upon the written request of any such holder made within 10 business days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the a registration statement initiated under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition Existing Stockholders’ Agreement or (in accordance with the intended methods thereof as aforesaidv) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register dividend or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder distribution reinvestment or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securitiessimilar plan. No registration effected under pursuant to this Section 3.2 1.3 shall relieve the Company of its obligation to effect any registration upon request under a Demand Registration, as contemplated by Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.11.2 hereof. The Company will pay all rights to Piggyback Registration Expenses in connection with each registration may be exercised on an unlimited number of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfoccasions.

Right to Include Registrable Securities. If the Company at any time the Corporation proposes to register (including for this purpose a registration effected by the Corporation for security holders of the Corporation other than the Holder) any of its securities and to file a Registration Statement with respect thereto under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1)1933 Act, whether or not for sale for its own accountaccount in a manner that would permit registration of Registrable Securities for sale to the public under the 1933 Act (a “Public Offering”), it the Corporation will each such time promptly give prompt written notice to all holders of Registrable Securities the Holder (i) of its intention to do so so, (ii) of the form of registration statement of the SEC that has been selected by the Corporation and (iii) of such holders’ rights of Holder under this Section 3.2(the “Section 2 Notice”). Upon The Corporation will include in the written request case of any such holder made a proposed Public Offering all Registrable Securities that the Corporation is requested in writing, within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Section 2 Notice is given, the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolder thereof (a “Piggy-back Registration”); provided, to the extent requisite to permit the disposition however, that (in accordance with the intended methods thereof as aforesaidx) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Corporation shall determine for any reason either not to register or to delay registration that none of such securitiesRegistrable Securities shall be registered, the Company Corporation may, at its election, give written notice of such determination to each holder of Registrable Securities Holder if Holder shall have requested registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1abandoned registration, and (iiy) in the case of a determination by the Corporation to delay registeringregistration of Registrable Securities, the Corporation shall be permitted to delay registering any the registration of such Registrable Securities, Securities pursuant to this Section for the same period as the delay in registering such other securitiesRegistrable Securities by the Corporation, as the case may be or may abandon the registration of Registrable Securities, in the sole discretion of the Corporation. No registration effected under this Section 3.2 for less than all the Registrable Securities shall relieve the Company Corporation of its obligation obligations to effect future registrations of any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1remaining Registrable Securities. The Company will pay all Registration Expenses in connection with each registration expenses of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such a withdrawn registration shall be allocated pro rata among all Persons on whose behalf securities of borne by the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfCorporation.

Right to Include Registrable Securities. If the Company at any time Wyndham proposes to register any of its securities their Preferred Stock or Common Stock under the Securities Act (other than on Form S-4 (A) any registration of public sales or S-8 distributions solely by and for the account of Wyndham of securities issued (x) pursuant to any employee benefit or similar plan or any successor dividend reinvestment plan or similar forms and other than (y) in any acquisition by Wyndham, or (B) pursuant to Section 3.12(a) hereof), whether either in connection with a primary offering for cash for the account of Wyndham or not for sale for its own accounta secondary offering, Wyndham will, each time it will each intends to effect such time a registration, give prompt written notice to all holders Initial Holders of Registrable Securities at least 10 business days prior to the initial filing of a Registration Statement with the SEC pertaining thereto, informing such Initial Holders of its intention intent to do so file such Registration Statement and of such holders’ the Holders' rights to request the registration of the Registrable Securities held by the Holders under this Section 3.22(b) (the "Company Notice"). Upon the written request of any such holder Initial Holder made within 10 7 business days after the receipt of any such notice Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder Initial Holder and such Initial Holder's Permitted Transferees and, unless the applicable registration is intended to effect a primary offering of Preferred Stock or Common Stock for cash for the account of Wyndham, the intended method of disposition distribution thereof), the Company will, subject to the terms of this Agreement, Wyndham will use its commercially all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Wyndham has been so requested to register by the holders thereof, such Initial Holders to the extent requisite required to permit the disposition (in accordance with the intended methods of distribution thereof as aforesaidor, in the case of a registration which is intended to effect a primary offering for cash for the account of Wyndham, in accordance with Wyndham's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by inclusion of such Registrable Securities in filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration statement which covers form used by Wyndham for such Incidental Registration Statement or by the Securities Act, any state securities which the Company proposes to register (whether or not for sale for its own account)blue sky laws, provided or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company Wyndham shall determine for any reason either not to register or to delay registration of such securities, the Company Wyndham may, at its election, give written notice of such determination to each holder Initial Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Wyndham shall be relieved of its their obligation to register any Registrable Securities in connection with such registration (but not from its their obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (iiB) in the case of a determination to delay registeringsuch registration, Wyndham shall be permitted to delay registering registration of any Registrable Securities, Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. No The registration effected under rights granted pursuant to the provisions of this Section 3.2 2(b) shall relieve be in addition to the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected rights granted pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration the other provisions of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection.

Right to Include Registrable Securities. If the Company at any time after the date hereof proposes to register its Common Stock or any of its securities Common Equivalent Securities under the Securities Act (other than a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any if such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay involves an underwritten offering, all Registration Expenses in connection with each registration Holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on not to register such securities in connection with such registration. Nothing in this Section 2(a) shall operate to limit the basis right of any Holder to (i) request the respective amounts registration of Common Stock issuable upon conversion, exercise or exchange of Common Equivalent Securities held by such Holder notwithstanding the securities then being registered on their behalffact that at the time of request such Holder holds only Common Equivalent Securities or (ii) request the registration at one time of both Common Stock and Common Equivalent Securities.

Right to Include Registrable Securities. If the Company at any time after the date of this Agreement but before the third anniversary of the date of this Agreement, Xxxxxxx USA proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, Xxxxxxx USA will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.22.2. Upon On the written request of any such holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall will specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofdisposition), the Company Xxxxxxx USA will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company Xxxxxxx USA proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall Xxxxxxx USA will determine for any reason either not to register or to delay registration of such securities, the Company Xxxxxxx USA may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereuponthereon, (i) in the case of a determination not to register, shall will be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall will be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall 2.2 will relieve the Company Xxxxxxx USA of its obligation to effect any registration upon request under Section 3.12.1, nor shall will any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company Xxxxxxx USA will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities The right provided the holders of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on Registrable Securities pursuant to this Section will be exercisable at their behalfsole discretion.

Right to Include Registrable Securities. If the Company at any time proposes after termination of the Company Lock-Up Period, the Company determines to register any of its securities Common Stock under the Securities Act (other than pursuant to an Automatic Shelf Registration Statement filed to effect a block sale in accordance with Section 3(f)(iii) or a Registration Statement filed by the Company on Form S-4 or S-8 or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business days five (5) Business Days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewith), ) without prejudice, however, prejudice to the rights of any holder or holders the PEP Investor and its Affiliates that are Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.13, and (ii) if such registration involves an Underwritten Offering, all Holders of Registrable Securities requesting to be included in the case of a determination Company’s registration must sell their Registrable Securities to delay registering, shall be permitted to delay registering any Registrable Securities, for the underwriters selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification, as may be customary or appropriate in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1combined primary and secondary offerings. The Company will pay all shall not be required to maintain the effectiveness of the Registration Expenses in connection with each Statement for a registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts 2(a) beyond the earlier to occur of (x) one hundred eighty (180) days after the effective date thereof and commissions and transfer or other taxes (if anyy) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities consummation of the Company are distribution by the Holders of the Registrable Securities included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfRegistration Statement.

Right to Include Registrable Securities. If the Company at any time proposes determines to register any of its securities Equity Securities under the Securities Act (other than pursuant to a Registration Statement filed by the Company on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time will, at least 20 days before the anticipated filing date, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewith), ) without prejudice, however, prejudice to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.1, 3 and (ii) if such registration involves an Underwritten Offering, all Holders of Registrable Securities requesting to be included in the case of a determination Company’s registration must sell their Registrable Securities to delay registering, shall be permitted to delay registering any Registrable Securities, for the underwriters selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1combined primary and secondary offerings. The Company will pay all shall not be required to maintain the effectiveness of the Registration Expenses in connection with each Statement for a registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts 2(a) beyond the earlier to occur of (i) 180 days after the effective date thereof and commissions and transfer or other taxes (if anyii) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities consummation of the Company are distribution by the Holders of the Registrable Securities included in such registration, Registration Statement. Any Holder of Registrable Securities who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such registration by written notice to the Company if (x) the price to the public at which the Registrable Securities are proposed to be sold will be less than 85% of the average Closing Price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the Demand Notice of such offering was given pursuant to this Section 2(a) or (y) such withdrawal is as a result of factors or circumstances arising after the date on which a request for a Demand Registration was made and the initiating Holders reasonably determine that participation in such registration would have a material adverse effect on the basis of the respective amounts of the securities then being registered on their behalfinitiating Holders.

Right to Include Registrable Securities. If Notwithstanding any limitation contained in Section 2, if the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1forms), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each such time, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.23. Upon the written request of any such holder made within 10 business 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that (i) the Company shall not be required to effect the registration pursuant to this Section 3 of any Warrants (but shall be required to effect the registration of Registrable Securities described in clauses (b) and (c) of the definition of Registrable Securities) and (ii) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 3 shall relieve the Company of its obligation to effect any registration statement upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf3.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities 1933 Act (other than by a registration on Form S-4 or Form S-8 or any successor or similar forms and other than pursuant to Section 3.1form), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.23.19(b). Upon the written request of any such holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities 1933 Act of all Registrable Securities which the Company has been so requested to register by the holders thereofregister; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (iiB) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf3.19(b).

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Common Stock under the Securities 1933 Act (by registration on any form other than on Form Forms S-4 or S-8 (or any successor or similar forms and other than pursuant to Section 3.1), whether or not form) for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.22 prior to the proposed registration. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofRequesting Holder), the Company willwill file a registration statement with respect to, subject to the terms of this Agreement, and use its commercially all reasonable efforts to effect make effective at the earliest possible date, the registration under the Securities Act 1933 Act, subject to Section 2(b), of all Registrable Securities which the Company has been so requested to register (provided that the Company shall not be required to include in such registration any Registrable Securities held by any Management Stockholder or his Permitted Transferees in excess of the Proportional Amount) by the holders thereofRequesting Holders thereof (each, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registereda "Piggy-back Registration"); provided, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)however, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Requesting Holder of Registrable Securities and, thereupon, and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that cause such registration to be effected as a registration under Section 3.11 (Demand Registration), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2 shall relieve the Company of its obligation to effect any registration upon request Demand Registration under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms form and other than pursuant to Section 3.12.1), whether or not for sale for its own account, it will each such time it will give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.22.2. Upon the written request of any such holder made within 10 business 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.2.

Right to Include Registrable Securities. (i) If the Company at any time or from time to time proposes or is required to register any of its securities under the Securities Act (other than (w) in connection with its Initial Public Offering, (x) in a registration on Form S-4 or S-8 or any successor form to such forms or Form S-3 for compensatory, bonus or other similar forms plans, dividend reinvestment plans and stock purchase plans, (y) other than pursuant to Section 3.1), 2.1 or (z) at such times as a Required Shelf Registration Statement is effective) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given (i) in the event that the Company has publicly disclosed such proposed registration, at least thirty (30) calendar days prior to such proposed registration and (ii) in the event that the Company has not publicly disclosed such proposed registration (a “Non-Public Incidental Registration Notice”), no more than ten (10) Business Days prior to the filing of such proposed registration with the SEC (such period not in excess of ten (10) Business Days, the “Non-Public Incidental Registration Notice Period”)) to all holders Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holdersHolders’ rights right to participate in such registration under this Section 3.22.2 as hereinafter provided. Upon If the Holder elects to participate in such proposed registration, the Holder shall keep the contents of any Non-Public Incidental Registration Notice confidential prior to the filing of such proposed registration with the SEC and if the Holder has elected not to participate in such proposed registration, the Holder shall keep the contents of any Non-Public Incidental Registration Notice confidential during the Non-Public Incidental Registration Notice Period. Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such holder Holder made within 10 business days twenty (20) calendar days, or in the case of a Non-Public Incidental Registration Notice, within five (5) Business Days, after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, provided that ifimmediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with Incidental Registration Statement (and for any reason), revoke such registration, request by delivering written notice to the Company shall determine for any reason either not to register or to delay registration of revoking such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfinclusion.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities for the account of any other stockholder under the Securities Act (other than by registration on Form S-4 X-0, X-0 or S-8 S-3 or any successor or similar forms and other than pursuant form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation or incidental to Section 3.1an issuance of securities under Rule 144A under the Securities Act), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities the Purchasers of its intention to do so and of such holdersthe Purchasers’ rights under this Section 3.22.2. Upon the written request of the Purchasers (which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Purchasers), made as promptly as practicable and in any such holder made event within 10 business 30 days after the receipt of any such notice (which request shall specify 10 days if the Registrable Securities intended Company states in such written notice or gives telephonic notice to the Purchasers, with written confirmation to follow promptly thereafter, stating that (i) such registration will be disposed on Form S-3 and (ii) such shorter period of by such holder and the intended method time is required because of disposition thereofa planned filing date), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofPurchasers; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor (which the Purchasers will hold in strict confidence in accordance with the Confidentiality Agreement) to each holder of Registrable Securities and, thereupon, the Purchasers and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so the Purchasers to request that such registration be effected as a registration under Section 3.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each any registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.2.

Right to Include Registrable Securities. If the Company at any --------------------------------------- time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 S-8, or any successor or similar forms and other than pursuant to Section 3.19.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.29.2. Upon the written request of any such holder made within 10 business 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at -------- any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) - in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.19.1, and (ii) in the case of a determination to delay registering, shall be -- permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 9.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.19.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf9.2.

Right to Include Registrable Securities. If the Company at any time or from time to time proposes to register any of its securities Common Shares under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1), 2.1 or 2.3) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to such proposed registration) to all holders of Registrable Securities Stockholders known to the Company of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights Stockholders' right to participate in such registration under this Section 3.22.2 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such holder Stockholder made within 10 business 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofregistered), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so Stockholders to be registeredso registered (an "Incidental Registration"), by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities Common Shares which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Stockholder. The Stockholders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (whether or not and for sale for its own accountany reason), provided revoke such request by delivering written notice to the Company revoking such requested inclusion if such pricing is anticipated to be lower than the lower end of the anticipated range of the proposed offering price specified in the Company's notice of registration. If such Incidental Registration is an Underwritten Offering, the Company may require all Persons participating in such Incidental Registration (not to include any Stockholder that if, has revoked its request for inclusion prior to the effective date) to sell all of its securities so registered in the Underwritten Offering. If at any time after giving written notice of its intention to register any securities Common Shares and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securitiesCommon Shares, the Company may, at its election, give written notice of such determination to each holder of Stockholder owning Registrable Securities who had elected to participate and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the reasonable out-of-pocket Registration Expenses actually incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled Stockholders to do so to request that cause such registration to be effected as a registration under Section 3.12.1 or 2.3(a), and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 Common Shares ; provided, however, that if such delay shall relieve extend beyond 120 days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Stockholders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.2 which the Company is obligated to effect. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such The registration rights granted pursuant to the provisions of this Section 2.2 shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 2 hereof.

Right to Include Registrable Securities. If Notwithstanding any limitation contained in SECTION 1.1, if the Company at any time after the Registration Rights Date proposes to register any of its securities file a Registration Statement under the Securities Act (other than a registration in respect of a dividend reinvestment or similar plan for stockholders of the Company or on Form S-4 or Form S-8 promulgated by the Commission, or any successor or similar forms and other than pursuant to Section 3.1)thereto) registering shares of its Common Stock, whether or not for sale for its own accountthe account of the Company or for the account of any holder of securities of the Company (other than Registrable Securities) (a "PIGGYBACK REGISTRATION"), it will each such time give prompt written notice (a "NOTICE OF PIGGYBACK REGISTRATION") at least fifteen (15) days prior to the anticipated filing date, to all holders Holders of Registrable Securities Securities, of its intention to do so and of such holders’ Holders' rights under this Section 3.2SECTION 1.3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any such holder Holder made within 10 business ten (10) days after the receipt of any such notice a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect include in the registration under the Securities Act of Registration Statement relating to such Piggyback Registration all Registrable Securities which the Company has been so requested to register by register. Notwithstanding the holders thereofforegoing, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), ) without prejudice, however, to the rights of any holder or holders of Registrable Securities Requesting Holder entitled to do so to request that such registration be effected as a registration Demand Registration under Section 3.1SECTION 1.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 SECTION 1.3 shall relieve the Company of its obligation obligations to effect any registration upon request a Demand Registration under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSECTION 1.1.

Right to Include Registrable Securities. If Without in any way limiting the Company provisions of Section 3, if at any time after completion of the Initial Public Offering, the Company proposes to register any offer or sale of its securities Securities under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 3.15(a) hereof, an S-3 Registration under Section 5(c) hereof or a Shelf Registration under Section 5(d) hereof), whether or not for sale for its own accountaccount on a form and in a manner which would permit registration of the Registrable Securities held by the Investors for sale to the public under the Securities Act, it will each such time give prompt at least 15 Business Days prior written notice (the “Notice”) to all holders of Registrable Securities Investors of its intention to do so file a registration statement under the Securities Act and of such holders’ each Investor’s rights under this Section 3.24. Upon the written request of any such holder Investor made within 10 business days after Business Days of the receipt date of any such notice the Notice (which request shall specify the aggregate number of the Registrable Securities intended to be disposed of by such holder registered and will also specify the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereofapplicable Investor (an “Incidental Registration”), to the extent requisite required to permit the public disposition (in accordance with the such intended methods thereof as aforesaidthereof) of the Registrable Securities so subject to be registeredsuch requests; provided, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register however, that (whether or not for sale for its own account), provided that i) if, at any time after giving written notice of its intention to register any securities the offer and sale of Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securitiesthe Company’s Securities, the Company may, at its election, shall give written notice of such determination to each holder of Registrable Securities Investor and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice(ii) if a registration undertaken pursuant to this Section 4 shall involve an Underwritten Offering, howeverany Investor requesting to be included in such registration may elect, in writing any time prior to the rights effective date of any holder or holders the registration statement filed in connection with such registration, not to register the offer and sale of such Investor’s Registrable Securities entitled to do so to request that in connection with such registration be effected as a registration under Section 3.1registration, and (iiiii) if, at any time after the 180-day or shorter period specified in Section 6(b), the case sale of a determination to delay registeringthe Securities has not been completed, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any may withdraw from the registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration on a pro rata basis (based on the number of Registrable Securities requested pursuant by each Investor to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if anybe subject to such registration) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis offer and sale of the respective amounts Registrable Securities of which the securities then being registered on their behalfCompany has been requested to register and which have not been sold.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock or any other class of Registrable Securities or other securities convertible into or exchangeable for shares of its Common Stock or any other class of Registrable Securities under the Securities Act (by registration on any form other than on Form Forms S-4 or S-8 (or any successor or similar forms and other than pursuant to Section 3.1forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders’ * rights under this Section 3.22.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 10 business 30 days after the receipt of any such notice from the Company (which request shall specify the Registrable Securities intended to be he disposed of by such holder and the intended method of disposition thereofRequesting Holder), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Requesting Holders thereof; provided, that prior to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) effective date of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which filed in connection with such registration, immediately upon notification to the Company proposes from the managing underwriter of the price at which such securities are to register (whether or not for sale for be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its own account)request to have its Registrable Securities included in such registration statement; provided, provided further, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Requesting Holder of Registrable Securities and, thereupon, and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that cause such registration to be effected as a registration under Section 3.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1.

Right to Include Registrable Securities. If the --------------------------------------- Company at any time proposes to register any of its securities under the Securities Act (other than by registration on Form S-4 or S-8 Forms X-0, X-0, X-0 or any successor or similar form(s) (except registrations on such Forms or similar forms and other than pursuant to Section 3.1solely for registration of securities in connection with (i) an employee benefit plan or dividend reinvestment plan or a merger or consolidation or (ii) debt securities which are not convertible into Common Stock), whether or not for sale for its own account, it will shall each such time give prompt written notice to all holders of Registrable Securities the Stockholders of its intention to do so and at least 30 days prior to the anticipated filing date of a registration statement with respect to such holders’ rights under this Section 3.2registration with the Commission. Upon the written request of the Stockholders made as promptly as practicable and in any such holder made event within 10 business days after the receipt of any such notice (notice, which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Stockholders, the Company will, subject to the terms of this Agreement, shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofStockholders; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Stockholders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, (provided, however, to that the rights of any holder or holders of Registrable Securities entitled to do so to Stockholders may request that such registration be effected as a registration under Section 3.1, 2.1 hereof) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its equity securities under the Securities Act (other than by registration on Form S-4 X-0, X-0 or S-8 S-3, or any successor or similar forms and other than form(s) (except registrations (i) pursuant to Section 3.12.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition, merger or other business combination transaction on Form S-4 or any successor form thereto), whether or not for sale for its the Company’s own account, it will the Company will, each such time time, give prompt written notice (but in no event less than 30 days prior to all holders the initial filing of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders the opportunity to register under such registration statement up to such number of Registrable Securities as each such holders’ rights under this Section 3.2Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities desired to be disposed of by such holder Holder), made as promptly as practicable and, in any event, within 10 business days 20 Business Days after the receipt of any such notice (which request shall specify or within 15 Business Days if the Registrable Securities intended Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, that (i) such registration will be disposed on Form S-3 and (ii) such shorter period of by such holder and the intended method time is required because of disposition thereofa planned filing date), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, each Holder (subject to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) provisions of the Registrable Securities so to be registeredSection 2.2(c)); provided, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)however, provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register register, or to delay registration of of, such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each holder of Registrable Securities and, thereupon, the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other equity securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1.

Right to Include Registrable Securities. If If, following the expiration of the Lock-Up Period, the Company at any time proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to a Registration Statement filed by the Company on Form S-4 S‑4 or S-8 S‑8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business seven calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses registration expenses pursuant to Section 6 hereof in connection therewith), without prejudice, however, prejudice to the rights of any holder or holders the Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.13, and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration and to participate in the underwritten offering must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least two business days prior to the effective date of the Registration Statement filed in connection with such registration or, in the case of a determination takedown from a Shelf Registration Statement, prior to delay registeringthe launch of such takedown, shall be permitted not to delay registering any Registrable Securities, for the same period as the delay register such securities in registering connection with such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1registration. The Company will pay all shall not be required to maintain the effectiveness of the Registration Expenses in connection with each Statement for a registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts 2(a) beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and commissions and transfer or other taxes (if anyii) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities consummation of the Company are distribution by the Holders of the Registrable Securities included in such registration, on Registration Statement. Any Holder of Registrable Securities who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such registration by written notice to the basis Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the respective amounts average closing price of the securities then class of stock being registered sold in the offering during the 10 trading days preceding the date on their behalfwhich the notice of such offering was given pursuant to this Section 2(a).

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms form and other than pursuant to Section 3.12.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.22.2. Upon the written request of any such holder made within 10 business 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Warrants or Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Warrants or Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.2.

Right to Include Registrable Securities. If Commencing on the Company date of this Agreement, if the Company, at any time or from time to time, proposes to register any of its equity securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1), 2.1 or 2.3) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give account solely in connection with an Underwritten Offering the Company shall deliver prompt written notice (which notice shall be given at least 15 days prior to such proposed registration) to all holders Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights Holders' possible right to participate in such registration under this Section 3.22.1 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.1(b), upon the written request of any such holder Holder made within 10 business days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofregistered), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. Immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (whether or not and for sale for its own accountany reason), provided that if, revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 ; provided, however, that if such delay shall relieve extend beyond 120 days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.1 which the Company is obligated to effect. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such The registration rights granted pursuant to the provisions of this Section 2.1 shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 2 hereof.

Right to Include Registrable Securities. If Each time the Company at any time proposes to register any of its securities Common Stock under the Securities Act (other than a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own account, pursuant to a registration statement ("Registration Statement") on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice (which shall in any event be given not less than 30 days prior to the effective date of the Registration Statement) to all holders of Registrable Securities Holders of its intention to do so and of such holders’ the Holders' rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof; provided that, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securitiesproceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering if such other securities. No registration effected under this Section 3.2 shall relieve involves an underwritten offering by the Company of its obligation to effect any registration upon request under Section 3.1(underwritten, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses at least in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer part, by Persons who are not Affiliates or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities Associates of the Company are or any Holder), all Holders requesting to have Registrable Securities included in the Company's registration must sell their Registrable Securities to such registration, underwriters who shall have been selected by the Company on the basis of same terms and conditions as apply to the respective amounts of the securities then being registered on their behalfCompany, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings.

Right to Include Registrable Securities. If the Company at any time the Corporation proposes to register (including for this purpose a registration effected by the Corporation for security holders of the Corporation other than the Holder) any of its securities and to file a Registration Statement with respect thereto under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1)1933 Act, whether or not for sale for its own accountaccount in a manner that would permit registration of Registrable Securities for sale to the public under the 1933 Act (a “Public Offering”), it the Corporation will each such time promptly give prompt written notice to all holders of Registrable Securities the Holder (i) of its intention to do so so, (ii) of the form of registration statement of the SEC that has been selected by the Corporation and (iii) of such holders’ rights of Holder under this Section 3.2(the “Section 2 Notice”). Upon The Corporation will include in the written request case of any such holder made a proposed Public Offering all Registrable Securities that the Corporation is requested in writing, within 10 business fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Section 2 Notice is given, the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolder thereof (a “Piggy-back Registration”); provided, to the extent requisite to permit the disposition however, that (in accordance with the intended methods thereof as aforesaidx) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Corporation shall determine for any reason either not to register or to delay registration that none of such securitiesRegistrable Securities shall be registered, the Company Corporation may, at its election, give written notice of such determination to each holder of Registrable Securities Holder if Holder shall have requested registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1abandoned registration, and (iiy) in the case of a determination by the Corporation to delay registeringregistration of Registrable Securities, the Corporation shall be permitted to delay registering any the registration of such Registrable Securities, Securities pursuant to this Section for the same period as the delay in registering such other securitiesRegistrable Securities by the Corporation, as the case may be or may abandon the registration of Registrable Securities, in the sole discretion of the Corporation. No registration effected under this Section 3.2 for less than all the Registrable Securities shall relieve the Company Corporation of its obligation obligations to effect future registrations of any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1remaining Registrable Securities. The Company will pay all Registration Expenses in connection with each registration expenses of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such a withdrawn registration shall be allocated pro rata among all Persons on whose behalf securities of borne by the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfCorporation.

Right to Include Registrable Securities. If the Company at any --------------------------------------- time or from time to time proposes to register any of its equity securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1), 2.1 or 2.3) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to such proposed registration) to all holders Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights Holders' right to participate in such registration under this Section 3.22.2 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such holder Holder made within 10 business 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofregistered), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an "Incidental Registration"), to the extent requisite to permit the ----------------------- disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (whether or not and for sale for its own accountany reason), provided that if, revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled Holders to do so to request that cause such registration to be effected as a registration under Section 3.12.1 or 2.3, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 ; provided, however, that if such delay shall relieve extend beyond 120 -------- ------- days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.2 which the Company is obligated to effect. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such The registration rights granted pursuant to the provisions of this Section 2.2 shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 2 hereof.

Right to Include Registrable Securities. If Whenever the Company at any time proposes to register any shares of its securities Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form S-4 or S-8 X-0, X-0 or any successor form thereto or similar forms and other than pursuant another form not available for registering the Registrable Securities for sale to Section 3.1the public), whether or not for sale for its own accountaccount or for the account of one or more shareholders of the Company and the form of registration statement to be used may be used for any registration of Registrable Securities, it will each such time the Company shall give prompt written notice to all the holders of Registrable Securities (including each Electing LSHC Senior Preferred Holder) of its intention to do so and of effect such holders’ rights under this Section 3.2a registration. Upon the written request of any such holder Holder or any Electing LSHC Senior Preferred Holder made within 10 business thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Person and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, or by an Electing LSHC Senior Preferred Holder (but only if the conditions set forth in Section 3(d) have been satisfied with such Electing LSHC Senior Preferred Holder), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder (and each Electing LSHC Senior Preferred Holder, if any, with respect to which the conditions set forth in Section 3(d) have been satisfied) and, thereupon, : (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder Holder or holders of Registrable Securities Holders entitled to do so to request that such registration be effected as a registration under Section 3.1, 2(a); and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 3(a) shall be deemed to have been effected pursuant to Section 2(a) or shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2(a).

Right to Include Registrable Securities. If the Company at any time after the date hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holdersHolders’ rights under this Section 3.22.2. Upon the written request of any such holder Holder made within 10 business ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request a Registration Request under Section 3.12.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on exercisable at their behalfsole discretion.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its equity securities under the Securities Act (other than by registration on Form S-4 S-1, S-2 or S-8 S-3 or any successor or similar forms and other than pursuant to Section 3.1form(s) (except registrxxxxxx xn any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for its own account, it will each such time give prompt written notice to all holders each of Registrable Securities the Holders of its intention to do so and of such holders’ the Holders' rights under this Section 3.2. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder), made as promptly as practicable and in any event within 10 business 30 days after the receipt of any such notice (which request shall specify 15 days if the Registrable Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 under the Securities intended to be disposed Act and (ii) such shorter period of by such holder and the intended method time is required because of disposition thereofa planned filing date), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofeach Holder; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each holder of Registrable Securities and, thereupon, (i) the Holders and in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each any registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than on Form S-4 or S-8 or (i) in connection with a registration of securities issuable under any successor employee benefit, retirement or similar forms and other than plan, (ii) with respect to a Rule 145 transaction, or (iii) pursuant to Section 3.12.1), whether or not for sale for its own account, it will each such time give prompt (and in any event at least five Business Days before or two Business Days before in connection with a bought or overnight underwritten offering) written notice to all holders of Registrable Securities of its intention to do so register such shares and of such holders’ rights under this Section 3.22.2. Upon the written request of any such holder made within 10 business days three Business Days (or one Business Day in connection with a bought or overnight underwritten offering) after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, by inclusion of such Registrable Securities in that if the registration statement which covers pursuant to this Section 2.2 is a bought or overnight underwritten offering and the securities which managing underwriter advises the Company proposes that the giving of notice pursuant to register (whether or not for sale for its own account)this Section 2.2(a) would adversely affect the offering, provided no such notice shall be required; provided, further that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1 above, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall be deemed to have been effected pursuant to Section 2.1 above or shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1 above. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts 2.2, and commissions and transfer or other taxes (if any) in connection with each such registration any Selling Expenses shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company at any time ------------------------------------------------------ anytime proposes to register any of its securities file a registration statement under the Securities Act (covering any of its equity securities other than a registration on Form Forms S-4 or S-8 S-8, or any successor or similar forms and other than pursuant to Section 3.1), Article II whether or not for sale for or its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.2Article III. Upon the written request of any such holder made within 10 business 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register; provided, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, Article II and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected affected under this Section 3.2 Article II shall relieve the Company of its obligation to effect affect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1Article II. The Company will pay all Registration Expenses incurred by holders by Registrable Securities in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfArticle III.

Right to Include Registrable Securities. If the Company at any time prior to the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act proposes to register any of its securities under the Securities Act (other than by a registration on Form S-8, S-4 or S-8 or any successor or similar forms or any other form not availablx xxx xxgistering the Registrable Securities for sale to the public and other than pursuant to Section 3.12.1 hereof), whether or not for sale for its own account, it will each such time time, at least 15 days prior to filing the registration statement, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2so. Upon the written request of any such holder Holders of an aggregate of at least 100,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolders of such Registrable Securities, to the extent requisite to permit the disposition (in accordance with determined pursuant to the intended methods thereof as aforesaidprovisions of Section 2.1(b) hereof) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewithaccordance with Section 2.1(e) hereof), without prejudice, however, to the rights of any holder Holder or holders Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable SecuritiesSecurities being registered pursuant to this Section 2.2(a), for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1 hereof.

Right to Include Registrable Securities. If the Company Company, at any time after the date of this Agreement, proposes to register any of its securities under the Securities Act (other than on Form S-4 or S-8 or (i) in connection with a registration of securities issuable under any successor employee benefit, retirement or similar forms and other than pursuant plan, or (ii) with respect to Section 3.1a Rule 145 transaction), whether or not for sale for its own account, and if notice of such transaction is not already given pursuant to Section 2.1 above, it will shall each such time give prompt written notice to all holders of Registrable Securities Securities, at least 30 days before the filing date of the registration statement with the Commission, of its intention to do so register such shares and of such holders’ the Owners' rights under this Section 3.22.2. Upon the written request of any such holder Owner made within 10 15 business days after the receipt of any such the Company's notice (which request shall specify that the Owner of Registrable Securities intended desires to include such Registrable Securities in an offering pursuant to this Section 2.2 and shall specify the number of Registrable Securities requested to be disposed of by included in such holder and the intended method of disposition thereofoffering), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofthereof ("PIGGYBACK REGISTRATION"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1(a) above, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities; and provided further, that no Registrable Securities shall be included in an underwritten registration except Registrable Securities of the same class as those being registered therein. Each holder of Registrable Securities shall be permitted to withdraw all or part of such holder's Registrable Securities from a Piggyback Registration at any time before the earlier of the effective date of the related registration statement and the signing of a definitive underwriting, purchase or agency agreement with the underwriters. Subject to Section 2.2(c) below, the Company shall use all commercially reasonable efforts to cause the managing underwriters of a proposed offering to permit the Registrable Securities requested to be included in the offering to be included at the same price and on no less favorable terms and conditions as any similar securities included therein. No registration effected under this Section 3.2 2.2 shall be deemed to have been effected pursuant to Section 2.1 above or shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1 above.

Right to Include Registrable Securities. If If, following the expiration of the Lock-Up Period, the Company at any time proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to a Registration Statement filed by the Company on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business seven (7) calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses registration expenses pursuant to Section 6 hereof in connection therewith), without prejudice, however, prejudice to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.13, and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration and to participate in the underwritten offering must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing at least two business days prior to the effective date of the Registration Statement filed in connection with such registration or, in the case of a determination takedown from a Shelf Registration Statement, prior to delay registeringthe launch of such takedown, shall be permitted not to delay registering any Registrable Securities, for the same period as the delay register such securities in registering connection with such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1registration. The Company will pay all shall not be required to maintain the effectiveness of the Registration Expenses in connection with each Statement for a registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts 2(a) beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and commissions and transfer or other taxes (if anyii) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities consummation of the Company are distribution by the Holders of the Registrable Securities included in such registration, on Registration Statement. Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such registration by written notice to the basis Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the respective amounts average closing price of the securities then class of stock being registered sold in the offering during the 10 trading days preceding the date on their behalfwhich the notice of such offering was given pursuant to this Section 2(a).

Right to Include Registrable Securities. If the Company Purchaser at any --------------------------------------- time proposes to register any of its securities under the Securities Act (other than by registration on Form S-4 or S-8 Forms X- 0, X-0, S-3) or any successor or similar form(s) (except registrations on such forms and other than pursuant to Section 3.1or similar forms solely for registration of securities in connection with (i) an employee benefit plan or dividend reinvestment plan or a merger or consolidation or (ii) debt securities which are not convertible into Common Stock), whether or not for sale for its own account, it will shall each such time give prompt written notice to all holders of Registrable Securities the Stockholder of its intention to do so and at least 30 days prior to the anticipated filing date of a registration statement with respect to such holders’ rights under this Section 3.2registration with the Commission. Upon the written request of the Stockholder made as promptly as practicable and in any such holder made event within 10 business days after the receipt of any such notice (notice, which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Stockholder, the Company will, subject to the terms of this Agreement, Purchaser shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Purchaser has been so requested to register by the holders thereofStockholder; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Purchaser shall determine for any reason either not to register or to delay registration of such securities, the Company Purchaser may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Stockholder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)registration, without prejudice, provided, however, to that the rights of any holder or holders of Registrable Securities entitled to do so to Stockholder may request that such registration be effected as a registration under Section 3.1, 9.2. hereof if such registration right was then available to the Stockholder under Section 9.2 hereof) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No If an underwritten offering, any right of the Stockholder to participate in a registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration 9.3 shall be allocated pro rata among all Persons on whose behalf securities conditioned upon it agreeing to offer and sell Registrable Securities in accordance with the plan of distribution applicable to the Company are included other Purchaser Shares sought to be offered and sold in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company If, at any time or from time to time prior to the effectiveness of a Registration Statement or during the suspension thereof other than an Allowable Grace Period, the Company proposes to register any of its securities under the Securities 1933 Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or similar forms a registration statement required under the registration rights agreement entered into in connection with the Senior Notes issued on or about the Closing Date and other than pursuant to Section 3.1), 2) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least thirty (30) days prior to the effectiveness of such proposed registration) to all holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, if known, the class and number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights ' right to participate in such registration under this Section 3.22(g) as hereinafter provided. Upon Subject to the other provisions of this paragraph (i) and paragraph (ii), upon the written request of any such holder of Registrable Securities made within 10 business ten (10) days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities 1933 Act of all Registrable Securities which the Company has been so requested to register by the holders thereofthereof to be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not the "Incidental Registration Statement"). If an Incidental Registration involves an underwritten public offering, promptly upon notification to the Company from the underwriter of the price at which such securities are to be sold, the Company shall so advise each participating holder of Registrable Securities. The holders of Registrable Securities requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for sale for its own accountany reason), provided that if, revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses registration expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that cause such registration to be effected as a registration under Section 3.12, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 ; provided, however, that if such delay shall relieve extend beyond one hundred twenty (120) days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22(g) which the Company is obligated to effect. Underwriting discounts and commissions and transfer or other taxes (if anyThe registration rights granted pursuant to the provisions of this Section 2(g) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 2 hereof.

Right to Include Registrable Securities. If the Company at any time or from time to time proposes to register any of its securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1), 2.1 or 2.3) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 45 days prior to such proposed registration) to all holders Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights Holders' right to participate in such registration under this Section 3.22.2 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such holder Holder made within 10 business 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (whether or not and for sale for its own accountany reason), provided that if, revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled Holders to do so to request that cause such registration to be effected as a registration under Section 3.12.1 or 2.3(a), and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 ; provided, however, that if such delay shall relieve extend beyond 120 days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.2 which the Company is obligated to effect. Underwriting discounts and commissions and transfer The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Section 2 hereof, provided; however, that, in the event that the sole or other taxes (if any) lead managing Underwriter of an Initial Public Offering shall advise the Company in writing that the inclusion of shares of the Management Holders requested to be included in such registration would materially interfere with the successful marketing of the securities being offered, the registration rights granted pursuant to the provisions of this Section 2.2 shall not apply to the Management Holders in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfInitial Public Offering).

Right to Include Registrable Securities. If the Company at any time prior to the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act proposes to register any of its securities under the Securities Act (other than by a registration on Form S-8, S-4 or S-8 or any successor or similar forms or any other form not availabxx xxx xegistering the Registrable Securities for sale to the public and other than pursuant to Section 3.12.1 hereof), whether or not for sale for its own account, it will each such time time, at least 15 days prior to filing the registration statement, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2so. Upon the written request of any such holder Holders of an aggregate of at least 25,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolders of such Registrable Securities, to the extent requisite to permit the disposition (in accordance with determined pursuant to the intended methods thereof as aforesaidprovisions of Section 2.1(b) hereof) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewithaccordance with Section 2.1(e) hereof), without prejudice, however, to the rights of any holder Holder or holders Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable SecuritiesSecurities being registered pursuant to this Section 2.2(a), for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1 hereof.

Right to Include Registrable Securities. If the Company at any --------------------------------------- time proposes to register any of its securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms form or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales and other than pursuant to a registration under Section 3.12 hereof), whether or not for sale for its own account, it will each such time give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.23. Upon the written request of any such holder Holder made within 10 business ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the such intended methods thereof as aforesaidthereof) of the Registrable Securities so to be registered; provided, by inclusion of that if such registration involves an underwritten -------- offering, all Holders or Registrable Securities requesting to be included in the Company's registration statement which covers must sell their Registrable Securities to the securities which underwriters selected by the Company proposes on the same terms and conditions as apply to register (whether or not for sale for its own account)the Company. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, provided that ifany Holder of Registrable Securities requesting to be included in such registration may elect, at any time after giving written notice of its intention to register any securities and in writing prior to the effective date effectiveness of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securitiesregistration. No registration effected under this Section 3.2 3 shall relieve the Company of its obligation obligations to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts 3 including, for purposes of this Section 3, the costs and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities expenses of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfany Special Audit.

Right to Include Registrable Securities. If the Company at any time during --------------------------------------- the five-year period commencing on the date hereof, the Company proposes to register any of its securities Common Stock under the Securities Act Act, for sale for its own account for cash (other than a registration on Form S-4 or S-8 Form S-8, or any successor or similar forms and other than pursuant to Section 3.1forms), whether or not in a manner that would permit registration of Registrable Securities for cash sale for its own accountto the public under the Securities Act, it will each such time promptly give prompt written notice to all holders Holders of Registrable Securities of its intention to do so so, of the registration form of the SEC that has been selected by the Company and of such holders’ the rights of Holders under this Section 3.22.1 (the "Section 2.1 Notice"). Upon The Company will use reasonable best efforts to include in the written request of any such holder made proposed registration all Registrable Securities that the Company is requested in writing, within 10 business days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Section 2.1 Notice is given, the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, Holders thereof (up to the extent requisite to permit the disposition (a maximum number of shares per Holder in accordance with the intended methods thereof as aforesaid) any twelve month period not in excess of 10% of the number of Registrable Securities issued to and held by such Holder on the date hereof as indicated in Schedule 1 hereto), so long as an aggregate of not less than 500,000 shares of Common Stock which are Registrable Securities are so requested by Holders to be registered, by inclusion of such Registrable Securities included in the registration statement which covers the securities which the Company proposes to register proposed registration; provided, however, that (whether or not for sale for its own account), provided that i) if, at any -------- ------- time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of Registrable Securities andthat duly requested such registration, thereupon, (i) in the case of a determination not to register, and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination by the Company to delay registeringregistration of its equity securities, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other equity securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company Registrant at any time after the date hereof proposes to register any of its securities shares of common stock (which term shall not include convertible debt or convertible preferred stock) under the Securities Act (other than a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own account, it the Registrant will at each such time time, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.22. Upon the written request of any Holder receiving such holder notice made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, Registrant will use its commercially all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities of the same class as are being registered and which the Company Registrant has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be so registered; provided, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register that (whether or not for sale for its own account), provided that i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Registrant shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company Registrant may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case if such registration involves an underwritten offering of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for securities of the same period class as the delay Registrable Securities to be included in registering such other securitiesregistration, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters selected by the Registrant on the same terms and conditions as apply to the Registrant with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration and shall have no liability with respect to any such withdrawal. No registration effected under this Section 3.2 2(a) shall relieve the Company Registrant of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any3(a) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included except as provided in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 3(g).

Right to Include Registrable Securities. If Subject to the Company further provisions of this Section 3.2(a), if PEC, at any time commencing on the date of this Agreement and expiring on the second anniversary date hereof, proposes to register any of its equity securities under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1)Act, whether or not for sale for its own accountaccount or the account of other holders of PEC's securities, on a form and in a manner which would permit registration of the Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so so, describing such securities and of specifying the form and manner and the other relevant facts involved in such holders’ rights under this Section 3.2. Upon proposed registration and upon the written request of any such holder made Holder delivered to PEC within 10 twenty (20) business days after the receipt giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition thereof), the Company will, subject to the terms of this Agreement, PEC will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company PEC has been so requested to register by the holders thereof, Holders to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), registered provided that (i) if, at any time after giving such written notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company PEC shall determine for any reason either not to register or to delay registration of such securities, the Company PEC may, at its election, election give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewiththerewith as provided herein), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, ; and (ii) if (A) the registration so proposed by PEC involves an underwritten primary registration on behalf of PEC to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall advise PEC in writing that, in its good faith judgment, all the case shares to be offered by PEC and other parties are greater than can be accommodated without interfering with the successful marketing of a determination all the securities to delay registeringbe then offered publicly for the account of PEC, then the managing underwriter or underwriters shall be include in such registration (1) first, the securities PEC proposes to register for sale, and (2) second, any securities requested and permitted to delay registering any Registrable Securities, for the same period as the delay be included in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration incidental or piggyback rights granted to the holders thereof prior to the date of this Agreement, (3) third, the Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) be included in connection with each such registration shall by the Requesting Holders, pro rata, if necessary, and (4) fourth, any other securities requested to be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, if any, pro rata; (iii) if (A) the registration so proposed by PEC is an underwritten secondary registration on behalf of holders of PEC's securities, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the basis managing underwriter of such underwritten offering shall advise PEC in writing that, in its good faith judgment, all the respective amounts shares to be offered by such requesting holder, PEC and other parties are greater than can be accommodated without interfering with the successful marketing of all of the securities to be then being registered on their behalfoffered publicly for the account of PEC, then the managing underwriter shall include in such registration (1) first, the securities requested to be included therein by the holders requesting such registration, (2) second, any securities requested and permitted to be included in such registration statement pursuant to incidental or piggyback rights granted to the holders thereof prior to the date of this Agreement, (3) third, the securities which are requested to be included in such registration by the Holders of Registrable Securities, pro rata, if necessary, and (4) fourth, any other securities requested to be included in such registration, if any, pro rata. Notwithstanding anything in this Section 3.2(a) to the contrary, PEC shall have no obligation under this Section 3.2(a) to register any of the Restricted Securities after the second anniversary date hereof or any of the Warrant Shares following the third anniversary date hereof.

Right to Include Registrable Securities. If the Company at any time after the date hereof there is not then an effective Registration Statement with respect to the Registrable Securities, and the Company proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holdersHolders’ rights under this Section 3.22.2. Upon the written request of any such holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.12.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the Holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities exercisable at their sole discretion and will in no way limit any of the Company are included in such registration, on Company’s obligations to pay the basis of the respective amounts of the securities then being registered on Note according to their behalfterms.

Right to Include Registrable Securities. If the Company at any time or from time to time after the second anniversary of the Closing Date, proposes to register any of its Ordinary Shares under the Securities Act or proposes to register any other securities under the Securities Act on a form that would permit registration of the Registrable Securities for resale by the Stockholders (other than on Form S-4 (A) any registration of public sales or S-8 distributions solely by and for the account of the Company of securities issued (x) pursuant to any employee benefit or similar plan or any successor dividend reinvestment plan or similar forms and other than (y) in any acquisition by the Company, or (B) pursuant to paragraph (a) of this Section 3.12, or (C) pursuant to a registration statement filed in connection with an exchange offer), whether in connection with a primary or not for sale for its own accountsecondary offering, it will each and there are Registrable Securities which at such time are not then registered under another Registration Statement which is then effective, the Company will, each time it intends to effect such a registration, give prompt written notice to all holders the Stockholders at least 20 days prior to the initial filing of a Registration Statement with the SEC pertaining thereto, informing the Stockholders of its intent to file such Registration Statement, the intended method of distribution thereof and of the Stockholders' right to request the registration of the Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2paragraph (b). Upon the written request of any such holder a Stockholder made within 10 business days after the receipt of any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofStockholder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities Act of all such Registrable Securities which the Company has been so requested to register by the holders thereofStockholders; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities Ordinary Shares and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securitiesOrdinary Shares, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities the Stockholders and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering registration of any Registrable Securities, Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. No registration effected The Stockholders may not elect to exercise their rights under this Section 3.2 paragraph (b)(i) with respect to less than the lesser of (A) 500,000 Registrable Securities (which number shall relieve be adjusted from time to time for any stock splits, stock dividends or combinations of Ordinary Shares after the Company date of its obligation to effect any this Agreement) and (B) all of the remaining Registrable Securities then held by the Stockholders. The registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected rights granted pursuant to Section 3.1. The Company will pay all Registration Expenses the provisions of this paragraph (b) shall be in connection with each addition to the registration of Registrable Securities requested rights granted pursuant to the other provisions of this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.

Right to Include Registrable Securities. If the Company at any time proposes determines to register any of its securities Common Stock under the Securities Act (other than under Section 3, pursuant to a Registration Statement filed by the Company on Form S-4 or S-8 Form S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes, or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will shall, at each such time time, give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business days five Business Days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and, in the case of the CD&R Investor and its Affiliates that are Holders of Registrable Securities, the intended method or methods of disposition thereof), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewith), ) without prejudice, however, prejudice to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.13, and (iiy) if such registration involves an underwritten offering, all Holders requesting to be included in the case of a determination Company’s registration must sell their Registrable Securities to delay registering, shall be permitted to delay registering any Registrable Securities, for the underwriters selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in registering such other securitiescombined primary and secondary offerings. No If a registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any2(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing at least five Business Days prior to the effective date of the Registration Statement filed in connection with each such registration registration, to withdraw its request to register such securities in connection with such registration. The Company shall not be allocated pro rata among all Persons on whose behalf securities required to maintain the effectiveness of the Company are Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such registration, on Registration Statement. Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such registration by written notice to the basis Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the respective amounts average closing price of the securities then class of stock being registered sold in the offering during the ten trading days preceding the date on their behalfwhich the Demand Notice of such offering was given pursuant to this Section 2(a).

Right to Include Registrable Securities. If the Company at any time or from time to time proposes to register any of its securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1), 2.1 or 2.3) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least five Business Days prior to filing with the SEC such proposed registration) to all holders Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights Holders' right to participate in such registration under this Section 3.22.2 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such holder Holder made within 10 business days five Business Days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. If such price is 15% (whether or not $1.50 per share, whichever is less) less than the Current Market Price of the Registrable Securities on the date that a Holder delivered its notice requesting inclusion in an Incidental Registration, such Holder may, at any time prior to the effective date of the Incidental Registration Statement (and for sale for its own accountany reason), provided that if, revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled Holders to do so to request that cause such registration to be effected as a registration under Section 3.1, 2.1 and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 ; provided, however, that if such delay shall relieve extend beyond 120 days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.2 which the Company is obligated to effect; provided, however, that the Company shall not be obligated to include any shares requested by a Holder unless the number of shares requested by such Holder has a Current Market Price of at least $5,000,000, or is all of the Registrable Securities held by a Holder. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such The registration rights granted pursuant to the provisions of this Section 2.2 shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 2 hereof.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Equity Interests under the Securities Act (other than by registration on Form S-4 S-1 or S-8 S-3, or any successor or similar forms and other than form(s) (except registrations (i) pursuant to Section 3.12.1, (ii) in connection with an Initial Public Offering that is approved by the NMP Entities and in which no NMP Entity is selling Registrable Securities, (iii) solely for registration of Equity Interests of the Company in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iv) in connection with any acquisition, merger or other business combination transaction on Form S-4 or any successor form thereto), whether or not for sale for its the Company’s own account, it the Company will each such time give prompt written notice (but in no event less than thirty (30) days prior to all holders the effectiveness of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders of such holders’ rights Registrable Securities the opportunity to register under this Section 3.2such registration statement up to such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such holder made within 10 business days after of the receipt of any such notice Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder), within ten (10) Business Days after the receipt of any such notice (or within five (5) Business Days if the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and the intended method (ii) such shorter period of disposition thereoftime is required because of a planned offering date), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), each Holder; provided that if, at any time after giving written notice of its intention to register any securities Equity Interests of the Company and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securitiesEquity Interests, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each holder of Registrable Securities and, thereupon, the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided for in Section 2.2(e)), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securitiesEquity Interests of the Company. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to a Registration Statement filed by the Company on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business two days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice(ii) if such registration involves an underwritten offering, however, to the rights of any holder or holders all Holders of Registrable Securities entitled requesting to do so be included in the Company’s registration must sell their Registrable Securities to request that the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings and (iii) if such registration be effected as a registration under Section 3.1involves an IPO, and (ii) in the case of a determination Coordination Committee shall have consented to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration inclusion of Registrable Securities in such registration, in which case, subject to Section 2(b), all such Registrable Securities shall be eligible to participate in such registration. If a registration requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least two business days prior to the effective date of the Registration Statement filed in connection with each such registration registration, not to register such securities in connection with such registration. The Company shall not be allocated pro rata among all Persons on whose behalf securities required to maintain the effectiveness of the Company are Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such registration, on Registration Statement. Any Holder of Registrable Securities who has previously elected to sell Registrable Securities in an underwritten offering pursuant to this Section 2 shall be permitted to withdraw from such registration (other than a registration that involves an IPO) by written notice to the basis Company if the price to the public at which such Registrable Securities are proposed to be sold will be less than 90% of the respective amounts average closing price of the securities then class of stock being registered sold in the offering during the 10 trading days preceding the date on their behalfwhich notice of such offering was given pursuant to this Section 2(a).

Right to Include Registrable Securities. If the Company at any time proposes determines to register any of its securities Equity Securities under the Securities Act (other than pursuant to an Automatic Shelf Registration Statement filed to effect a Block Sale in accordance with Section 3(f)(iii), a Registration Statement filed by the Company on Form S-4 or S-8 Form S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes, or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will shall, at each such time time, give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holdersHolders’ rights under this Section 3.22. Upon the written request of any such holder Holder made within 10 business five calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition thereof), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewith), ) without prejudice, however, prejudice to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.13, and (iiy) if such registration involves an underwritten offering, all Holders requesting to be included in the case of a determination Company’s registration must sell their Registrable Securities to delay registering, shall be permitted to delay registering any Registrable Securities, for the underwriters selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in registering such other securitiescombined primary and secondary offerings. No If a registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any2(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing at least two Business Days prior to the effective date of the Registration Statement filed in connection with each such registration registration, to withdraw its request to register such securities in connection with such registration. The Company shall not be allocated pro rata among all Persons on whose behalf securities required to maintain the effectiveness of the Company are Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such registration, on Registration Statement. Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such registration by written notice to the basis Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the respective amounts average closing price of the securities then class of stock being registered sold in the offering during the ten trading days preceding the date on their behalfwhich the Demand Notice of such offering was given pursuant to this Section 2(a).

Right to Include Registrable Securities. If the Company at any time proposes to register any of its equity securities under the Securities Act (other than by registration on Form S-4 S-0, X-0 or S-8 S-3 or any successor or similar forms and other than pursuant form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation or for a rights offering or an offering exclusively to Section 3.1existing security holders of the Company), whether or not for sale for its own account, it will each such time give prompt written notice to all holders each of Registrable Securities the Holders of its intention to do so and of such holdersthe Holders’ rights under this Section 3.2. Upon the written request of any such holder made within 10 business days after of the receipt of any such notice Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder), made as promptly as practicable and in any event within 20 days after the intended method giving of disposition thereofany such notice by the Company (10 days if the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 under the Securities Act and (ii) such shorter period of time is required because of a planned filing date), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofeach Holder; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each holder of Registrable Securities and, thereupon, (i) the Holders and in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each any registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company at any time after 90 days following the Closing proposes to register any of its securities Ordinary Shares under the Securities Act (other than a registration on Form S-4 F-4 or S-8 F-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own accountaccount or the account of any other Person, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Registrable Securities each Holder of its intention to do so and of such holders’ rights under this Section 3.2so. Upon the written request of any such holder Holder made within 10 business 15 days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, Holders thereof (with the securities that the Company at the time proposes to the extent requisite register) to permit the sale or other disposition by such Holders (in accordance with the intended methods thereof as aforesaidmethod of distribution thereof) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether so registered or not qualified for sale for its own account), sale; provided that (a) if, at any time after giving written notice of its intention to register or sell any securities Ordinary Shares and prior to the effective date of the registration statement or prospectus filed in connection with such registrationregistration or sale by way of prospectus, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe Ordinary Shares to be sold by it and/or the other applicable Persons, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities applicable Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register or qualify for sale pursuant to a prospectus any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (b) if such registration involves an Underwritten Offering, however, to the rights of any holder or holders all Holders of Registrable Securities entitled requesting to do so be included in the registration or sale by way of prospectus must sell their Registrable Securities to request that the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such registration differences, including any with respect to indemnification and liability insurance, as may be effected as customary or appropriate in combined primary and secondary offerings. If a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer 5.01 involves an Under written Offering, any Holder of Registrable Securities requesting to be included in such registration or other taxes (if any) sale by 29 25 way of prospectus may elect, in writing prior to the effective date of the registration statement or prospectus filed in connection with each such registration or sale by way of prospectus, not to register such Registrable Securities in connection with such registration or sell such Registrable Securities pursuant to such sale by way of prospectus; provided, however, that such withdrawal shall be allocated pro rata among all Persons on whose behalf securities irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration or sale by way of the Company are included in prospectus as to which such registration, on the basis of the respective amounts of the securities then being registered on their behalfwithdrawal was made.

Right to Include Registrable Securities. (i) If the Company at any time or from time to time proposes to register any of its securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1), 2.1 or 2.3) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to such proposed registration) to all holders Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holdersHolders’ rights right to participate in such registration under this Section 3.22.2 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such holder Holder made within 10 business 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, provided that ifimmediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with Incidental Registration Statement (and for any reason), revoke such registration, request by delivering written notice to the Company shall determine for any reason either not to register or to delay registration of revoking such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfinclusion.

Right to Include Registrable Securities. If the Company at any time after the date hereof but before the third anniversary of the date hereof, the Company proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holders’ Holders" rights under this Section 3.22.2. Upon the written request of any such holder Holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder an and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.12.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the Holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities exercisable at their sole discretion and will in no way limit any of the Company are included in such registration, on Company's obligations to pay the basis of the respective amounts of the securities then being registered on Securities according to their behalfterms.

Right to Include Registrable Securities. If At any time in which the Shelf Registration Statement is not yet or has ceased to be effective if the Company at any time proposes to register any of its securities Subordinate Voting Shares under the Securities Act Laws (other than a registration on Form S-4 F-4 or S-8 F-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Laws, it will each such time give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.24. Upon the written request of any such holder Holder made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities Act Laws of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any if such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay involves an underwritten offering, all Registration Expenses in connection with each registration Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any4(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the not to register such securities then being registered on their behalfin connection with such registration.

Right to Include Registrable Securities. If the Company at any time proposes to register any Common Stock on any form for the general registration of its securities under the Securities Act (other than on Form S-4 a registration form relating to (i) a registration of a stock option, stock purchase or S-8 compensation or any successor incentive plan or similar forms and other than of stock issued or issuable pursuant to Section 3.1any such plan, or a dividend investment plan, (ii) a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation, or (iii) a registration of stock proposed to be issued in exchange for other securities of the Company), whether or not for sale for its own account, it then the Company will each at such time give prompt written notice to all holders Holders of Notes and Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.22. Upon the written request of any such holder Holders made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods Holders thereof as aforesaid) of the Registrable Securities so to be registeredregistered under the Securities Act; provided, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register that (whether or not for sale for its own account), provided that i) if, at any time after giving written notice of its intention to register any securities and but prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, may at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1registration, and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in such registration must sell their Registrable Securities to the underwriters of such offering on the same terms and conditions as apply to the Company or the Holder for whose account securities are to be sold, as the case of may be. If a determination registration requested pursuant to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation 2.1 involves an underwritten public offering, any Holder requesting to effect any registration upon request under Section 3.1, nor shall any be included in such registration hereunder be deemed may elect in writing, not later than three (3) days prior to have been effected pursuant the effectiveness of the registration statement filed in connection with such registration, not to Section 3.1register such securities in connection with such registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.

Right to Include Registrable Securities. If the Company at any time or from time to time proposes to register any of its securities under the Securities Act (other than pursuant to a registration on Form S-4 or S-8 (or any successor or similar forms form to such forms) and other than pursuant to Section 3.1)2.1 or 2.2) and files (i) a shelf registration statement or (ii) a registration statement other than a shelf registration statement, or proposes to do a take down off of an effective shelf registration statement, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least forty-five (45) calendar days prior to the filing of such registration statement or five (5) calendar days prior to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all holders Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holdersHolders’ rights right to participate in such registration under this Section 3.22.3 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.3(b), upon the written request of any such holder Holder made within 10 business twenty (20) calendar days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own accountthereby making such registration statement an Incidental Registration Statement), provided that ifand shall cause such Incidental Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time up to the effectiveness of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior up to the effective date effectiveness of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, subject to the rights of any holder or holders of Registrable Securities entitled Holders to do so to request that cause such registration to be effected as a registration under Section 3.1Sections 2.1 or 2.2, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable SecuritiesSecurities in accordance with the provisions of Section 2.7; provided, for however, that if such delay shall extend beyond one hundred twenty (120) calendar days from the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.3 which the Company is obligated to effect. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such The registration rights granted pursuant to the provisions of this Section 2.3 shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 2 hereof.

Right to Include Registrable Securities. If the Company at any time or from time to time proposes to register any of its equity securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1), 2.1 or 2.3) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to such proposed registration) to all holders Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights Holders' right to participate in such registration under this Section 3.22.2 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such holder Holder made within 10 business 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (whether or not and for sale for its own accountany reason), provided that if, revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled Holders to do so to request that cause such registration to be effected as a registration under Section 3.1, 2.1 and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 ; provided, however, that if such delay shall relieve extend beyond 120 days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.2 which the Company is obligated to effect. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such The registration rights granted pursuant to the provisions of this Section 2.2 shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 2 hereof.

Right to Include Registrable Securities. If the Company Stratagene at any time proposes to register any Common Stock for its own account or for the account of its securities any other stockholder under the Securities Act (other than by registration on Form S-4 X-0, X-0 or S-8 S-3 or any successor or similar forms and other than pursuant form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, stock incentive or dividend reinvestment plan or a merger, acquisition or consolidation or incidental to Section 3.1an issuance of securities under Rule 144A under the Securities Act), whether or not for sale for its own account, it Stratagene will each such time give prompt written notice to all holders of Registrable Securities Xxxxx of its intention to do so and of such holders’ each Xxxxx Entities' rights under this Section 3.22.2 in connection with each such proposed registration. Upon At any time or from time to time after the Effective Time, upon the written request of any such holder made within 10 business days after the receipt of any such notice Xxxxx (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofXxxxx Entities), made as promptly as practicable and in any event within ten (10) days after the Company willreceipt of any such notice, subject to the terms of this Agreement, Stratagene shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Stratagene has been so requested to register by the holders thereofXxxxx Entities; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, if at any time after giving written notice of its their intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Stratagene shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, Stratagene shall give written notice of such determination and its reasons therefor to each holder of Registrable Securities and, thereupon, Xxxxx and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of Stratagene to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, ) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same such period of time as the delay in registering such other securitiesBoard of Directors of Stratagene determines. No registration effected under this Section 3.2 2.2 shall relieve the Company Stratagene of its obligation to effect any the registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1.

Right to Include Registrable Securities. If the Company at any --------------------------------------- time proposes to register any of its shares of Common Stock (other than in connection with a registration of securities which are convertible or exchangeable into Common Stock) under the Securities Act (other than by a registration on Form S-4 or S-8 S-8, or any successor or similar forms and other than pursuant to Section 3.1section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.2section 2.2. Upon the written request of any such holder made within 10 business 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended method or methods of distribution thereof as aforesaidspecified in the requests of such holders) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), register; provided that if, at any time after giving written notice of its intention to -------- register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1section 2.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1section 2.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1section 2.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting section 2.2, and each Requesting Holder whose Registrable Securities are included in a registration requested pursuant to this section 2.2 will pay any underwriting discounts and commissions and transfer or other taxes (if any) fees of such holder's counsel in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalftherewith.

Right to Include Registrable Securities. If the Company at --------------------------------------- any time after the date hereof proposes to register any of its securities Common Stock under the Securities Act (other than a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.23. Upon the written request of any such holder Holder made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof; provided, to the extent requisite to permit the disposition that (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any if such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay involves an underwritten offering, all Registration Expenses in connection with each registration Holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the not to register such securities then being registered on their behalfin connection with such registration.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to a Registration Statement filed by the Company on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms and other than pursuant to Section 3.1purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holdersHolders’ rights under this Section 3.21.1. Upon the written request of any such holder Holder made within 10 business seven (7) calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), ; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay proceed with the proposed registration of such the securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses registration expenses pursuant to Article 5 hereof in connection therewith), without prejudice, however, prejudice to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.1Article 2, and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration and to participate in the underwritten offering must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to this Section 1.1 involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing at least two business days prior to the effective date of the Registration Statement filed in connection with such registration or, in the case of a determination takedown from a Shelf Registration Statement, prior to delay registeringthe launch of such takedown, shall be permitted not to delay registering any Registrable Securities, for the same period as the delay register such securities in registering connection with such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1registration. The Company will pay all shall not be required to maintain the effectiveness of the Registration Expenses in connection with each Statement for a registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts 1.1 beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and commissions and transfer or other taxes (if anyii) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities consummation of the Company are distribution by the Holders of the Registrable Securities included in such registration, on Registration Statement. Any Holder who has elected to sell Registrable Securities in an underwritten offering pursuant to this Section 1.1 shall be permitted to withdraw from such registration by written notice to the basis Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the respective amounts average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given pursuant to this Section 1.1. For the avoidance of doubt, any at-the-market or similar open market sales program whereby the Company sells securities then being registered on their behalfinto an existing trading market from time to time at other than a fixed price is not an underwritten offering for purposes of this Article 1, regardless of whether any sales agent is identified as or deemed to be an “underwriter” with respect thereto.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than (i) in connection with a registration statement on Form S-8 or Form S-4 or S-8 any similar successor form and the registration form to be used may be used for the registration of Registrable Securities, or any successor or similar forms and other than (ii) pursuant to Section 3.12.1) (an "Incidental Registration"), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities the Holders of its intention to do so and of such holders’ the Holders' rights under this Section 3.22.2. Upon the written request of the any such holder Holder made within 10 business ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by the holders thereofregister, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities the Holders participating in such registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration Demand Registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts 2.2 and commissions and transfer or other taxes (if any) in connection with each such registration any Selling Expenses shall be allocated pro rata among all Persons on whose behalf securities of incurred by the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfparticipating Holders.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its equity securities under the Securities Act (other than by registration on Form S-4 S-1, S-2 or S-8 S-3 or any successor or similar forms and other than pursuant to Section 3.1form(s) (except registratixxx xx xny such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for its own account, it will each such time give prompt written notice to all holders each of Registrable Securities the Holders of its intention to do so and of such holders’ the Holders' rights under this Section 3.2. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder), made as promptly as practicable and in any event within 10 business 30 days after the receipt of any such notice (which request shall specify 15 days if the Registrable Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 under the Securities intended to be disposed Act and (ii) such shorter period of by such holder and the intended method time is required because of disposition thereofa planned filing date), the Company will, subject to the terms of this Agreement, shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofeach Holder; provided, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredhowever, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each holder of Registrable Securities and, thereupon, (i) the Holders and in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so the Holders to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each any registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If the Company at any time on or prior to December 11, 2005 proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1forms), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ ' rights under this Section 3.29.1. Upon the written request of any such holder made within 10 business 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that (x) the Company shall not be required to effect the registration pursuant to this Section 9.1 of any Warrants (but shall be required to effect the registration of Registrable Securities described in clauses (b) and (c) of the definition of Registrable Securities) and (y) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf9.1.

Right to Include Registrable Securities. If Provided that the Company Registrable Securities have not been registered, if at any time after the date hereof but before the third anniversary of the date hereof, the Company proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so and of such holders’ Holders' rights under this Section 3.22.2. Upon the written request of any such holder Holder made within 10 business ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the Holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities exercisable at their sole discretion and will in no way limit any of the Company are included in such registration, on Company's obligations to pay the basis of the respective amounts of the securities then being registered on Securities according to their behalfterms.

Right to Include Registrable Securities. If the Company at any time prior to the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act proposes to register any of its securities under the Securities Act (other than by a registration on Form S-8, S-4 or S-8 or any successor or similar forms or any other form not availablx xxx xxgistering the Registrable Securities for sale to the public and other than pursuant to Section 3.12.1 hereof), whether or not for sale for its own account, it will each such time time, at least 15 days prior to filing the registration statement, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2so. Upon the written request of any such holder Holders of an aggregate of at least 25,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, made within 10 business 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such holder Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolders of such Registrable Securities, to the extent requisite to permit the disposition (in accordance with determined pursuant to the intended methods thereof as aforesaidprovisions of Section 2.1(b) hereof) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewithaccordance with Section 2.1(e) hereof), without prejudice, however, to the rights of any holder Holder or holders Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.12.1 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable SecuritiesSecurities being registered pursuant to this Section 2.2(a), for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1 hereof.

Right to Include Registrable Securities. If Subject to the Company permissibility of registering additional Registrable Securities pursuant to SEC Guidance, if at any time proposes there is not an effective Registration Statement covering all of the Registrable Securities and if the Company shall determine to register any of its securities Common Shares under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 3.1)Sections 2.1 and 2.2) and files (i) a shelf registration statement or (ii) a registration statement, other than a shelf registration statement, or proposes to do a take down off of an effective shelf registration statement, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 15 days prior to the filing of such registration statement or 5 days prior to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all holders Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holdersHolders’ rights right to participate in such registration under this Section 3.22.3 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.3(b), upon the written request of any such holder Holder made within 10 business ten days in the case of a registration statement, or three days in the case of a prospectus supplement or preliminary prospectus supplement, after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by the holders thereofregistered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register (whether or and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4; provided, however, that other than in connection with an Incidental Registration involving an Underwritten Offering, the Company shall not for sale for its own accountbe required to register any Registrable Securities pursuant to this Section 2.3(a) that are the subject of a then effective Registration Statement. If the Holders of any Registrable Securities that are the subject of a then effective Registration Statement have requested to participate in an Incidental Registration involving an Underwritten Offering pursuant to this Section 2.3(a), provided that ifthe Company may in its option effect the registration of such Registrable Securities and the participation of such Holders in the Underwritten Offering by any means allowable under the Securities Act, including the use of a prospectus pursuant to Rule 429. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time up to and including the time of pricing of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior up to and including the effective date time of pricing of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled Holders to do so to request that cause such registration to be effected as a registration under Section 3.1, 2.3 and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 ; provided, however, that if such delay shall relieve extend beyond 120 days from the date the Company of its obligation received a request to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of include Registrable Securities requested in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 3.22.3 which the Company is obligated to effect. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such The registration rights granted pursuant to the provisions of this Section 2.3 shall be allocated pro rata among all Persons on whose behalf securities in addition to the registration rights granted pursuant to the other provisions of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfSection 2 hereof.

Right to Include Registrable Securities. If the Company at any time after the date hereof but before the second (2nd) anniversary of the date hereof [NOTE: RULE 144K IS AVAILABLE AFTER 2 YEARS], the Company proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-4 or S-8 S-8, or any successor form thereto, on Form S-4, or similar forms any successor form thereto and other than pursuant to Section 3.12.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to all holders Holders of Registrable Securities of its intention to do so and of such holders’ Holders' rights under this Section 3.22.2. Upon the written request of any such holder made within 10 business twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register by the holders thereofSecurities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.12.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.12.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.22.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration The right provided the Holders of the Registrable Securities pursuant to this Section shall be allocated pro rata among all Persons on whose behalf securities exercisable at their sole discretion and will in no way limit any of the Company are included in such registration, on Company's obligations to pay the basis of the respective amounts of the securities then being registered on Note according to their behalfterms.

Right to Include Registrable Securities. (1) If the Company at any time or from time to time proposes to register any of its securities under the Securities 1933 Act (other than in a registration on Form S-4 (solely as to the issuance of the shares in the applicable business combination) or S-8 or any successor form to such forms) whether or similar forms and other than not pursuant to Section 3.1), registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least thirty (30) calendar days prior to such proposed registration and which notice shall be given after the Company has publicly disclosed such proposed registration) to all holders of Registrable Securities Investors of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such holders’ rights Holders' right to participate in such registration under this Section 3.22.2 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such holder Investor made within 10 business twenty (20) calendar days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder registered and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to shall effect the registration under the Securities 1933 Act of all Registrable Securities which the Company has been requested by Investors to be so requested to register by the holders thereofregistered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 3. If an Incidental Registration involves an Underwritten Offering, provided that ifimmediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Investor. The Holders requesting inclusion in an Incidental Registration may, at any time after giving written notice of its intention to register any securities and prior to the effective date Effective Date of the registration statement filed in connection with Incidental Registration Statement (and for any reason), revoke such registration, request by delivering written notice to the Company shall determine for any reason either not to register or to delay registration of revoking such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalfinclusion.

Right to Include Registrable Securities. If registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at any time proposes to register any of its which such securities under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2. Upon the written request of any such holder made within 10 business days after the receipt of any such notice (which request shall specify the Registrable Securities intended are to be disposed of by sold, if such holder and price is below the intended method of disposition thereof)price that any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company willshall so advise such Requesting Holder of such price, subject and such Requesting Holder shall then have the right to the terms of this Agreement, use withdraw its commercially reasonable efforts request to effect the registration under the Securities Act of all have its Registrable Securities which the Company has been so requested to register by the holders thereofincluded in such registration statement; provided further, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder Requesting Holder of Registrable Securities and, thereupon, and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that cause such registration to be effected as a registration under Section 3.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. Notwithstanding anything contained in this Section 2.2(a), the Company shall not, if any Requesting Holder shall have requested the registration of shares of Common Stock issuable upon exercise of any Warrant in the registration, consummate the sale of the securities included in the registration until such time as any applicable waiting period under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or early termination thereunder shall have been granted if such Requesting Holder notifies the Company that it is required to make a filing under the Hart-Xxxxx-Xxxxxx Xxx before it may exercise its Warrants. No registration effected under this Section 3.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf2.1.