Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms), 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDER") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary expiration of the Closing Date, Investors' right to request the registration of Registrable Securities pursuant to Section 2.2(a) hereof proposes to register any of its Company Common Stock securities under the Securities Act by registration on Form X-0, X-0 or S-3 or any form other than Forms S-4 successor or S-8 similar form(s) (except registrations on such Form or successor formssimilar 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 registered holders of Registrable Securities the Holders of its intention to do so and of such holdersthe Holders' rights under this Section 2.22.3 and the Holders shall be entitled to include, subject to the provisions of this Agreement, Registrable Securities on the same terms and conditions as apply to other comparable securities of the Company sold in connection with such registration. Upon the written request of any such holder Holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after ), specifying the receipt maximum number of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), made as promptly as practicable and in any event within 15 days after the receipt of any such notice, the Company will shall use its 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 Requesting Holders thereofHolders; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 to each Requesting Holder of Registrable Securities the Holders and (xi) 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 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 the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.2 and (yii) 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 2.2 2.3 shall relieve the Company of its obligation to effect any registration upon request under Section 2.12.2. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.3.

Right to Include Registrable Securities. If Except in connection with an exclusive demand registration pursuant to Section 2.1 of the Timet Registration Rights Agreement or Section 2.1 of the Registration Rights Agreement (the "Principal Stockholders' Registration Agreement"), dated as of February 25, 1997, among Societe Industrielle de Materiaux Avances, LWH Holding S.A. and Advanced Materials Investments Holding S.A. (collectively, the "Principal Stockholders"), as in effect on the date hereof, if the Company at any time prior to after the 10th second anniversary of the Closing Datedate of this Agreement, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (S-8, or successor forms)a Form S-1 relating to securities to be issued in connection with a merger or similar transaction, 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 2.22.1(a). Upon the written request of any such holder (a "REQUESTING HOLDER") made as promptly as practicable and in any event within 30 10 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holderholder and the selling price (the "First Offer Price") which is acceptable to such holder, as determined in good faith by such holder), the Company will use its 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 Requesting Holders thereofholders thereof (all such holders are referred to herein as the "Selling Holders"); PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price First Offer Price which any Requesting Selling Holder shall have indicated to be acceptable to such Requesting Selling Holder, the Company shall so advise such Requesting Selling Holder of such price, and such Requesting Selling Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERand provided, HOWEVERfurther, thathowever, ifthat any sale of Offered Securities pursuant to the registration provisions of this Section 2.1(a) shall, pursuant to Section 2.6(a), be subject to the Company's prior right of first refusal set forth in Section 6 of the Investment Agreement and shall be subject to the additional purchase rights of the Company set forth in Section 2.6(b). 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 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 Requesting Selling Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to after February 18, 2002, the 10th anniversary of the Closing Date, Company proposes to register any of its Company Common Stock securities of the same class under the Securities Act by registration of 1933 (the "Securities Act") on any form other than Forms S-4 or S-8 (or successor forms)for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for sale for its own accountaccount (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it will each such time shall as expeditiously as possible give prompt written notice to all registered the holder or holders of Registrable Securities this Warrant and, if applicable, the Warrant Shares (the "Holders") of its intention to do so and of such holdersHolders' rights under this Section 2.218. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company will use its best efforts to effect shall include in the registration under Registration Statement the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, thereof and the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in keep such registration statement; PROVIDED FURTHERstatement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, HOWEVER, that, if, at the term "Registrable Securities" shall mean any time after giving written notice of its intention to register any securities and prior Warrant Shares issued to the effective date of the registration statement filed in connection with such registration, Investor or its designees or permitted transferees or other securities that may be or are issued by the Company shall determine for any reason not to register or to delay registration upon exercise of such securitiesthis Warrant, including those which may thereafter be issued by the Company mayin respect of any such securities by means of any stock splits, at its electionstock dividend, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in recapitalizations, reclassifications or the case of a determination not to registerlike, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudicesubject, however, to the rights of Restricted Period; provided, however, that as to any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) particular securities contained in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the same period as sale of such securities shall have become effective under the delay Securities Act and such securities shall have been disposed of in registering accordance with such other securities. No registration effected Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1Securities Act.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form for a sale that will occur following the expiration of the Lock-Up Period (other than Forms S-4 pursuant to a Registration Statement filed by the Company on Form S‑4 or S-8 (S‑8, or any successor formsor other forms promulgated for similar purposes 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 registered holders of Registrable Securities Holders of its intention to do so and of such holders' Holders’ rights under this Section 2.22; provided, however, that nothing in this Agreement shall obligate the Company to provide notice to any Holder or holder of the Company's equity securities in the case of a sale of Registrable Securities (as such term is defined under the Existing Registration Rights Agreement) by Ignition to one or several purchasers pursuant to an underwritten offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). Upon the written request of any such holder Holder made within seven (a "REQUESTING HOLDER"7) made as promptly as practicable and in any event within 30 calendar days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior to the effective date extent required to permit the disposition of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are Registrable Securities so to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities and (x) in the case of a determination not to registerand, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any its obligation of the Company to pay the Registration Expenses registration expenses pursuant to Section 6 hereof in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering, however, all Holders requesting to be included in the Company’s registration and to participate in the underwritten offering must enter into an underwriting agreement to sell their Registrable Securities to the rights of underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any holder or holders of Registrable Securities entitled with respect to do so indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to cause 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 be effected as a the effective date of the Registration Statement filed in connection with such registration under Section 2.1or, and (y) in the case of a determination takedown from a Shelf Registration Statement, prior to delay registeringthe launch of such takedown, not to register such securities in connection with such registration. The Company shall not be required to maintain the effectiveness of the 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 Statement. Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to delay registering any withdraw from such registration by written notice to the Company if the price to the public at which the Registrable Securities, for Securities are proposed to be sold will be less than 90% of the same period as average closing price of the delay class of stock being sold in registering the offering during the 10 trading days preceding the date on which the notice of such other securities. No registration effected under offering was given pursuant to this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.12(a).

Right to Include Registrable Securities. If the Company Parent at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock securities under the Securities Act by registration on Form X-0, X-0 or S-3 or any form other than Forms S-4 successor or S-8 similar form(s) (except registrations on any such Form or successor formssimilar 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 registered holders each of Registrable Securities the Forstmann Little Partnerships of its intention to do so and of such holdersthe Forstmann Little Partnerships' rights under this Section 2.2. Upon the written request of any such holder of the Forstmann Little Partnerships (a "REQUESTING HOLDER") which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Forstmann Little Partnerships), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company Parent states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitiesthe Forstmann Little Partnerships, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will Parent shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Parent has been so requested to register by the Requesting Holders thereofForstmann Little Partnerships; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERPROVIDED, HOWEVER, that, 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 Parent shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, Parent shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Forstmann Little Partnerships and (xi) 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 any obligation of the Company Parent to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Forstmann Little Partnerships to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company Parent of its obligation to effect any registration upon request under Section 2.1. Parent will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time prior to the 10th fifth anniversary of the Closing Date, effective date of the Company's first registration statement under the Securities Act proposes to register any of its Company Common Stock securities under the Securities Act (other than by a registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public and other than Forms S-4 or S-8 (or successor formspursuant to Section 2.1 hereof), whether or not for sale for its own account, account it will each such time time. at least 15 days prior to filing the registration statement, give prompt written notice to all registered holders Holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2.2so. Upon the written request of any such holder Holders of an aggregate of at least 100,000 shares (a "REQUESTING HOLDER"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 as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by each such Requesting HolderHolder and the intended method of disposition thereof), the Company will use its best 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 Requesting Holders thereof; PROVIDED thatof such Registrable Securities, prior to the effective date extent requisite to permit the disposition (determined pursuant to the provisions of Section 2.1 (b) hereof) of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are Registrable Securities so to be sold, registered provided that 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 request to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of of-such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and and, thereupon, (xi) 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 any its obligation of the Company 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 cause request that such registration to be effected as a registration under Section 2.12.1 hereof, and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.12.1 hereof.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its IDSs, Class A Common Stock, Senior Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Class A Common Stock, Senior Subordinated Notes, IDSs or other securities of the Company Common Stock (other than in connection with an employee stock option or other benefit plan) under the Securities Act by (other than: a registration on any form other than Forms Form S-8, S-4 or S-8 (any successor or successor similar forms), whether or not for sale for its own accountfox xxx xxn account (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 3.2 hereof, give prompt written notice to all registered holders of Registrable Securities the Holders of its intention to do so and of such holdersthe Holders' rights under this Section 2.2Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. 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 (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 15 days after the receipt of any such the Company's notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the number of Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its best efforts to effect the proposed registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior such Holder to the effective date extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration statement filed in connection with involves an underwritten offering, any such registration, immediately upon notification Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company from the managing underwriter (except that indemnification obligations of the price at which any such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated be limited to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, those obligations set forth in Article VI hereof) and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination to each Requesting such Holder of Registrable Securities and (x) in the case of a determination not to registerand, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration (but not from pursuant to this Section 3.1 involves an underwritten public offering, any obligation such Holder may elect, in writing no less than one business day prior to the effective date of the Company to pay the Registration Expenses 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 cause register such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 Article III shall relieve the Company of its obligation obligations to effect any registration registrations upon request under Section 2.1Article II hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Article III.

Right to Include Registrable Securities. If the Company Holdings at any time prior to the 10th anniversary of the Closing Date, proposes to register any shares of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms), whether or not for sale for its own accountaccount (other than a registration on Form S-4 or Form S-8, or any successor or similar forms) in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time promptly give prompt written notice to all registered holders stockholders who beneficially own, or who hold, in the case of the Trustee, any Registrable Securities of its intention to do so so, of the registration form of the SEC that has been selected by Holdings and of such holders' rights under this Section 2.23.2 (the "Section 3.2 Notice"). Upon the written request of any such holder (a "REQUESTING HOLDER") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company Holdings will use its best efforts to effect include in the proposed registration under the Securities Act of all Registrable Securities which that Holdings is requested in writing, within 15 calendar days after the Company has been so requested Section 3.2 Notice is given, to register by the Requesting Holders stockholders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERPROVIDED, HOWEVER, that, that (i) if, at any time after giving written notice of its intention to register any securities shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company Holdings shall determine for any reason not to register or to delay registration such shares of such securitiesCommon Stock, the Company Holdings may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) all stockholders who beneficially own, or who hold, in the case of a determination not to registerthe Trustee, any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from 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 cause such registration to be effected as a registration under Section 2.1abandoned registration, and (yii) in the case of a determination by Holdings to delay registeringregistration of shares of Common Stock, Holdings 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 2.2 shall relieve the Company shares of its obligation to effect any registration upon request under Section 2.1Common Stock.

Right to Include Registrable Securities. If the Company at any Each time prior to the 10th anniversary of the Closing Date, Northwest proposes to register any of its Company the Northwest Common Stock under the Securities Act by (other than a registration on any form other than Forms Form S-4 or S-8 (S-8, or any successor formsor other forms promulgated for similar purposes), 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 registered holders of Registrable Securities the Holders' Representative of its intention to do so and of such holdersthe Holders' rights under this Section 2.22. Upon the written request of the Holders' Representative made in good faith on behalf of any such holder (a "REQUESTING HOLDER") Holders and made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the number of Registrable Securities intended to be disposed of by such Requesting each Holder), the Company Northwest will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Northwest has been so requested to register by the Requesting Holders thereofHolders' Representative; PROVIDED thatPROVIDED, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 Northwest shall determine for any reason not to register or to delay registration of such securitiesproceed with the proposed registration, the Company Northwest may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities the Holders' Representative and (x) in the case of a determination not to register, thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any its obligation of the Company to pay the Registration Expenses in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering by Northwest (underwritten, howeverat least in part, by Persons who are not affiliates or associates of Northwest or any Holder), all Holders requesting to the rights of any holder or holders of Holders' Representative to have Registrable Securities entitled included in Northwest's registration must sell their Registrable Securities to do so to cause such registration to be effected as a registration under Section 2.1, and (y) in the case of a determination to delay registering, underwriters who shall be permitted to delay registering any Registrable Securities, for have been selected by Northwest on the same period terms and conditions as apply to Northwest, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Section 2(a) involves such an underwritten public offering, any Holder making a request to the delay in registering such other securities. No registration effected Holders' Representative under this Section 2.2 shall relieve 2(a) in connection with such registration may elect in writing, prior to the Company effective date of its obligation the registration statement filed in connection with such registration, to effect any registration upon withdraw such request under Section 2.1from the Holders' Representative and not to have such securities registered in connection with such registration.

Right to Include Registrable Securities. If the Company at any time prior proposes to the 10th anniversary of the Closing Dateeffect a Qualified IPO or, following a Qualified IPO, proposes to register any of its Company Common Stock equity securities under the Securities Act (other than by a registration on any form other than Forms Form S-4 or S-8 (or any successor or similar forms), 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 registered holders Eligible Holders of Registrable Securities of its intention to do so and of such holdersEligible Holders' rights under this Section 2.2paragraph 1. Upon the written request of any such holder (a "REQUESTING HOLDER") Eligible Holder made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting HolderEligible Holder and the intended method of disposition thereof), the Company will use its 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 Requesting Holders holders thereof; PROVIDED that, prior to the effective date 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 or in a separate registration statement concurrently filed in connection with such registration, immediately upon notification and on terms substantially the same as those being offered to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statementCompany; PROVIDED FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Eligible Holder of Registrable Securities and (x) in the case of a determination not to registerand, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.thereupon:

Right to Include Registrable Securities. If the Company proposes at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock securities under the Securities Act (other than a Shelf Registration Statement) by registration on Forms S-0, X-0 or S-3 or any form other than successor or similar form(s) (except registrations on such Forms S-4 or S-8 (similar form(s) solely for registration of securities in connection with an employee benefit plan or successor formsdividend reinvestment plan or a merger, reorganization, or consolidation), whether or not for sale for its own account, it will will, subject to Section 2.8 hereof, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will will, subject to Section 2.8 hereof, use its 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 Requesting Holders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERPROVIDED, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 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 cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1. The Company will pay all Registration Expenses in connection with registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time prior proposes to the 10th anniversary of the Closing Date, proposes file a registration statement to register any of its Company Common Stock securities of the same class as the Registrable Securities under the Securities Act by or the Applicable Canadian Securities Laws (except for a registration on any form other than Forms S-4 statement or S-8 (prospectus filed in connection with an employee benefit plan, a transaction relating to a merger or successor formsbusiness combination, a transaction relating to an exchange offer, a transaction relating to an acquisition of assets or securities, or a transaction otherwise described in Rule 145 of the Securities Act), 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 2.21.2. Upon the written request of any nay such holder (a "REQUESTING HOLDERRequesting Holder") (which request shall specify the amount of Registrable Securities intended to be disposed of by such Requesting Holder) made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 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 (or any successor form) 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 Requesting Holder), the Company will use its best reasonable efforts to effect the registration or file the prospectus under the Securities Act or the Applicable Canadian Securities Laws, as the case may be, of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.11.1.

Right to Include Registrable Securities. If the Company at any time prior to after the 10th anniversary closing of the Closing DateIPO (or if the IPO does not close for any reason, after the IPO has been abandoned) proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms) (each such proposed registration, a “Registration”), whether or not for sale for its own account, it will each such time the Company shall give prompt written notice (a “Registration Notice”) to all registered holders of Registrable Securities who are then parties to this Agreement (collectively, “Holders”) of its such intention to do so (including a minimum price for purposes of this Agreement (the “Minimum Price”)) and of such holders' Holders’ rights under this Section 2.22.1. Upon the Holders who wish to include all or a portion of their Registrable Securities in a Registration (a “Requesting Holder”) shall deliver a written request (an “Inclusion Request”) to the Company specifying the number of any such holder (a "REQUESTING HOLDER") Requesting Holder’s Registrable Securities to be included in such Registration. An Inclusion Request shall be made as promptly as practicable and in any event within 30 days after the receipt of any such notice a Registration Notice from the Company (Company, provided that an Inclusion Request shall be made within 15 days (if such date is earlier than the Company states in such written notice or gives telephonic or telecopied notice date required by the first clause of this sentence) of the Company’s notification to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafterHolders, that (i) such registration will be on Form S-3 (or any a successor form) and (ii) such shorter period of time is required because of a planned filing date) . Notice of such expedited response time may be given as part of the Registration Notice or thereafter by telephone or facsimile followed by written confirmation (which request the date of such notice shall specify be the Registrable Securities intended date of such telephonic or facsimile notification). Subject to be disposed the provisions of by such Requesting Holder)this Section, the Company will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Company has been so requested received Inclusion Requests, provided that the Company shall not be required to register make any efforts to include such Registrable Securities in a Registration if neither the CMEP Parties nor any transferee of the CMEP Parties are participating as sellers in such Registration (whether pursuant to this Agreement or otherwise). Upon notification to the Company by the managing underwriter of the public offering pursuant to which a Registration is effected of the price at which the Company is to sell its Stock, if such price is at or above the Minimum Price, the Company shall include the Registrable Securities of such Requesting Holders thereof; PROVIDED thatHolder in such Registration and each Requesting Holder shall be obligated to sell such Registrable Securities unless the CMEP Parties elect not to sell Registrable Securities. Notwithstanding anything to the contrary contained herein, if at any time prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting HolderRegistration, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; 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 determines for any reason or no reason not to register or the securities proposed to delay registration of such securitiesbe registered, the Company may, at its election, give upon written notice of such determination to each Requesting Holder of Registrable Securities and (x) in Holder, the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration Registration (but not from 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company any IPO Entity at any time, or from time prior to the 10th anniversary of the Closing Datetime, proposes to register engage in an Initial Public Offering or any subsequent public offering of its Company Common Stock under the Securities Act by registration on any form securities (other than Forms S-4 on Form S-8 or S-8 (or successor forms)S-4) while this Agreement is in effect, whether or not for sale for its own account, it will each such time give IPO Entity shall deliver prompt written notice (which notice shall be given at least 45 days prior to such proposed registration) to all registered holders Holders of Registrable Securities of its such IPO Entity's intention to do so undertake such Offering, describing in reasonable detail the proposed registration and distribution (including in the case of an Initial Public Offering the anticipated range of the proposed offering price, the breadth of which shall not exceed 10% of the lowest price of the estimated range, and the case of all registrations, 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 2.22.2 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 (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the amount of Registrable Securities intended to be disposed registered (based on the estimated range) and the intended method of by such Requesting Holderdisposition thereof), the Company will use its best efforts to shall effect the registration under the Securities Act of all Registrable Securities requested by Holders 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 has been so requested relevant IPO Entity proposes to register by the Requesting Holders thereof; PROVIDED that, prior and shall cause such Registration Statement to the become and remain effective date of with respect to such Registrable Securities in accordance with the registration statement filed procedures set forth in connection with such registration, immediately Section 3. Immediately upon notification to the Company relevant IPO Entity from the managing underwriter Underwriter of the price at which such securities are to 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 IPO Entity shall so advise each participating Holder. If in the case of an Initial Public Offering such Requesting Holder price differs from the high or low end of such pricethe estimated price range by more than 10%, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included Holders requesting inclusion in such registration statement; PROVIDED FURTHER, HOWEVER, that, ifan 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, revoke or change such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give request by delivering written notice of to such determination to each Requesting Holder of Registrable Securities and IPO Entity revoking or changing (xspecifying such change in reasonable detail) 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 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 cause requested inclusion within such registration to be effected as a registration under Section 2.1, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same reasonable time period as may be required by the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1Underwriter.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register its Preferred Limited Shares, ADSs or other shares of its capital stock of the same class or series as capital stock constituting Registrable Securities (or American Depositary Shares representing any of its Company Common Stock the foregoing) under the Securities Act by (other than a registration on Form F-4 or S-8, or any form successor or other than Forms S-4 or S-8 (or successor forms)forms promulgated for similar purposes) which registration is reasonably anticipated to become effective after the Closing, 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 registered holders Holders of Registrable Securities of its intention to do so and of so, referring to such holdersHolders' rights under this Section 2.23. Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from notice, which request may request only the registration of Registrable Securities that are of the same class or series of capital stock as the securities that are proposed by the Company (15 days if to be covered by 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, that (i) such registration will be on Form S-3 statement (or any successor form) and (ii) American Depositary Shares representing 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 Requesting Holdercapital stock), the Company will use its best 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 Requesting Holders thereof; PROVIDED that. If a registration requested pursuant to this Section 3(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, immediately upon notification not to the Company from the managing underwriter of the price at which register such securities are to 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 request to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th fifth anniversary of the Closing Date, effective date of the Company's first registration statement under the Securities Act proposes to register any of its Company Common Stock securities under the Securities Act (other than by a registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public and other than Forms S-4 or S-8 (or successor formspursuant to Section 2.1 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 registered holders Holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2.2so. Upon the written request of any such holder Holders of an aggregate of at least 25,000 shares (a "REQUESTING HOLDER"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 as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by each such Requesting HolderHolder and the intended method of disposition thereof), the Company will use its best reasonable efforts to effect the registration under the Securities Act of all an Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED thatof such Registrable Securities, prior to the effective date extent requisite to permit the disposition (determined pursuant to the provisions of Section 2.1(b) hereof) of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are Registrable Securities so to be soldregistered, 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and and, thereupon, (xi) 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 any its obligation of the Company 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 cause request that such registration to be effected as a registration under Section 2.12.1 hereof, and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.12.1 hereof.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company IDSs, Common Stock, Common Stock Equivalents, Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Common Stock, Common Stock Equivalents, Subordinated Notes or other securities of the Company (other than in connection with an employee stock option or other benefit plan) under the Securities Act by (other than: (i) a registration on Form X-0, X-0 or any form other than Forms S-4 successor or S-8 similar forms; or (ii) a similar registration under Canadian Securities Laws) and applicable Canadian Securities Laws (or successor formsunder 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 3.2 hereof, give prompt written notice to all registered holders of Registrable Securities the Holders of its intention to do so and of such holdersthe Holders' rights under this Section 2.2Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. 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 (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 15 days after the receipt of any such the Company's notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the number of Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its best efforts to effect the proposed registration under the Securities Act and applicable Canadian Securities Laws of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior such Holder to the effective date extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration statement filed in connection with involves an underwritten offering, any such registration, immediately upon notification Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company from the managing underwriter (except that indemnification obligations of the price at which any such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated be limited to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, those obligations set forth in Article VI hereof) and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination to each Requesting such Holder of Registrable Securities and (x) in the case of a determination not to registerand, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration (but not from pursuant to this Section 3.1 involves an underwritten public offering, any obligation such Holder may elect, in writing no less than one business day prior to the effective date of the Company to pay the Registration Expenses 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 cause register such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 Article III shall relieve the Company of its obligation obligations to effect any registration registrations upon request under Section 2.1Article II hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Article III.

Right to Include Registrable Securities. If the --------------------------------------- Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company 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 Forms S-4 or S-8 (or any successor forms), 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration -------- statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVER-------- further, thathowever, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 any obligation of the Company 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes --------------------------------------- to register any of its Company Common Stock securities under the Securities Act by registration on Forms X-0, X-0 or S-3 or any form other than successor or similar form(s) (except registrations on such Forms S-4 or S-8 similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation and registrations effected pursuant to Section 6.1 of the Shareholder's Agreement dated as of November 12, 1996, as amended, between the Company and Rakepoll Finance unless the written consent of Holders (or successor formsas defined in such Shareholder's Agreement) holding at least a majority of the Registrable Securities (as defined in such Shareholder's Agreement) included in such registration shall have been obtained to the inclusion of the Registrable Securities in such registration), whether or not for sale for its own account, it will will, subject to Section 2.9 hereof, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will will, subject to Section 2.9 hereof, use its 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 Requesting Holders thereof; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 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 cause request that such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.under

Right to Include Registrable Securities. If the Company at any Each time prior to the 10th anniversary of the Closing Date, Del Monte proposes to register any of its Company the Del Monte Common Stock under the Securities Act by (other than a registration on any form other than Forms Form S-4 or S-8 (S-8, or any successor formsor other forms promulgated for similar purposes), 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 registered holders Holders of Registrable Securities of its intention to do so and of such holdersthe Holders' rights under this Section 2.23. Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the number of Registrable Securities intended to be disposed of by such Requesting Holder), the Company Del Monte will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Del Monte has been so requested to register by the Requesting Holders thereof; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 Del Monte shall determine for any reason not to register or to delay registration of such securitiesproceed with the proposed registration, the Company Del Monte may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (but ii) if such registration involves an underwritten offering by Del Monte (underwritten, at least in part, by Persons who are not from affiliates of Del Monte or any obligation Holder), all Holders requesting to be included in Del Monte's registration must sell their Registrable Securities to such underwriters who shall have been selected by Del Monte on the same terms and conditions as apply to Del Monte, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Section 3(a) involves such an underwritten public offering, any Holder making a request to be included in such registration may elect in writing, prior to the effective date of the Company to pay the Registration Expenses registration statement filed in connection therewith), without prejudice, howeverwith such registration, to the rights of any holder or holders of Registrable Securities entitled withdraw such request and not to do so to cause have such registration to be effected as a registration under Section 2.1, and (y) securities registered 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 securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1registration.

Right to Include Registrable Securities. If the Company at any time prior to time, from and after the 10th anniversary expiration of the Closing Dateany Lock-Up Period (as hereinafter defined), proposes to register its Preferred Limited Shares, ADSs or other shares of its capital stock of the same class or series as capital stock constituting Registrable Securities (or American Depositary Shares representing any of its Company Common Stock the foregoing) under the Securities Act by (other than a registration on Form F-4 or S-8, or any form successor or other than Forms S-4 or S-8 (or successor formsforms promulgated for similar purposes), 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 registered holders Holders of Registrable Securities of its intention to do so and of so, referring to such holders' Holders’ rights under this Section 2.23. Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from notice, which request may request only the registration of Registrable Securities that are of the same class or series of capital stock as the securities that are proposed by the Company (15 days if to be covered by 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, that (i) such registration will be on Form S-3 statement (or any successor formAmerican Depositary Shares representing such capital stock) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended that are not subject to be disposed of by such Requesting Holder)any Lock-Up Period, the Company will use its best 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 Requesting Holders thereof; PROVIDED that. If a registration requested pursuant to this Section 3(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, immediately upon notification not to the Company from the managing underwriter of the price at which register such securities are to 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 request to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder) made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately promptly upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock Equity Securities under the Securities Act by registration on Form S-1 or S-3, or any successor or similar form(s) (except registrations (i) solely for registration in connection with an employee benefit plan on Form S-8 or any successor form other than Forms thereto or (ii) in connection with any acquisition or merger on Form S-4 or S-8 (or any successor formsform thereto), whether or not for sale for its own accountaccount or the account of another Person, it will each such time give prompt written notice (but in no event less than 15 days prior to all registered 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 2.2such registration statement (each, a “Piggyback Registration Statement”) such number of Registrable Securities as each such Holder may request in writing. 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 (a "REQUESTING HOLDER") made as promptly as practicable and in any event Holder), within 30 15 days after the receipt of any such notice from the Company (15 or five days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing offering date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best 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 Requesting Holders thereofeach Holder; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, that if, at any time after giving written notice of its intention to register any securities 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 not to register or to delay registration of such securitiesEquity Securities, the Company may, at its election, shall give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 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 the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 Securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Datefollowing a Qualified IPO, proposes to register any of its Company Common Stock equity securities under the Securities Act (other than by a registration on any form other than Forms Form S-4 or Form S-8 (or any successor or similar forms), 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 thirty (30) days prior to filing) to all registered holders Eligible Holders of Registrable Securities of its intention to do so and so, of such holders' Eligible Holders’ rights under this Section 2.2Paragraph 1 and, to the extent such information is available, of the type and number of equity securities to be registered, the distribution arrangements and if the offering is underwritten the proposed price and identity of the lead underwriter(s). Upon the written request of any such holder Eligible Holder made within twenty (a "REQUESTING HOLDER"20) made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting HolderEligible Holder and the intended method of disposition thereof), the Company will use its 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 Requesting Holders holders thereof; PROVIDED that, prior to the effective date 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 or in a separate registration statement concurrently filed in connection with such registration, immediately upon notification and on terms substantially the same as those being offered to the Company from the managing underwriter of the price at which such securities are to be soldCompany; provided, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holderhowever, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Eligible Holder of Registrable Securities and (x) in the case of a determination not to registerand, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.thereupon:

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock securities under the Securities Act by registration on Forms S-1, X-0 xx S-3 or any form other than successor or similar form(s) (except registrations on such Forms S-4 or similar form(s) solely for registration of securities in connection with an employee benefit plan (on Form S-8 (or any successor formsform) or dividend reinvestment plan or in connection with a merger or consolidation or an exchange offer), whether or not for sale for its own account, it will will, subject to Section 2.9 hereof, each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and (and, if such registration is an underwritten offering, the proposed managing underwriter or underwriters of such holders' rights under this Section 2.2offering). Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 7 days after telephonic notice 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 (or any successor form) 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 Requesting Holder), the Company will will, subject to Section 2.9 hereof, use its 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 Requesting Holders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, securities the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 any its obligation of the Company 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 cause with such registration to be effected as a registration under Section 2.1, registration) and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock equity securities under the Securities Act by registration on Form S-1, S-2 or S-3, or any successor or similar form(s) (except registraxxxxx (x) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan (as defined in 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form other than Forms thereto or (iii) in connection with any acquisition or merger on Form S-4 or S-8 (or any successor formsform thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered 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 of such holders' rights Registrable Securities the opportunity to register under this Section 2.2such registration statement such number of Registrable Securities as each such Holder may request in writing. 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 (a "REQUESTING HOLDER") Holder), made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 or, 10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best 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 Requesting Holders thereofeach Holder; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities the Holders and (xi) 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 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 the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.other

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing DateFebruary 1, 2006, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms), 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatPROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED PROVIDED, FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, howeverhow- ever, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock equity securities under the Securities Act by registration on Form X-x, X-0 or S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan (as defined in Rule 405 under the Securities Act) or dividend reinvestment plan or stock option or stock incentive plan on Form S-8 or any successor form other than Forms thereto, (iii) in connection with any acquisition or merger on Form S-4 or S-8 any successor form thereto, or (or successor formsiv) of the Common Stock issuable to Lincoln Park pursuant to the equity line of credit to be entered into by the Company with Lincoln Park pursuant to the Term Sheet dated as of January 20, 2014 between the Company and Lincoln Park and the Common Stock to be issued to Lincoln Park and no more than one other investor in connection therewith in a bridge financing at $.55 per share for gross proceeds of up to $1 million (the “Lincoln Equity Line”)), whether or not for sale for its own account, it will at each such time give prompt written notice (but in no event less than 30 days prior to all registered 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 of such holders' rights Registrable Securities the opportunity to register under this Section 2.2such registration statement such number of Registrable Securities as each such Holder may request in writing. 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 (a "REQUESTING HOLDER") Holder), made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder)notice, the Company will use its best 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 Requesting Holders thereofeach Holder; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities the Holders and (xi) 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 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 the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock equity securities under the Securities Act by registration on Form S-1, S-2 or S-3, or any successor or similar form(s) (except rexxxxxxxxons (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan (as defined in 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form other than Forms thereto or (iii) in connection with any acquisition or merger on Form S-4 or S-8 (or any successor formsform thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered 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 of such holders' rights Registrable Securities the opportunity to register under this Section 2.2such registration statement such number of Registrable Securities as each such Holder may request in writing. 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 (a "REQUESTING HOLDER") Holder), made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 or, 10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best 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 Requesting Holders thereofeach Holder; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities the Holders and (xi) 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 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 the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock equity securities under the Securities Act by registration on Form X-0, X-0 or S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan (as defined in 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form other than Forms thereto or (iii) in connection with any acquisition or merger on Form S-4 or S-8 (or any successor formsform thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered 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 of such holders' rights Registrable Securities the opportunity to register under this Section 2.2such registration statement such number of Registrable Securities as each such Holder may request in writing. 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 (a "REQUESTING HOLDER") Holder), made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 or, 10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best 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 Requesting Holders thereofeach Holder; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities the Holders and (xi) 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 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 the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of Expiration Date the Closing Date, Company proposes to register any class of its Company debt or equity security or any Common Stock Equivalent under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)for the registration of securities under such Act, whether or not for sale for its own accountaccount (other than a registration form relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities 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 securities proposed to be issued in exchange for other securities of the Company) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration"), it will each at such time give prompt written notice to all registered holders Holders of Registrable Securities of its intention to do so and of such holdersHolders' rights under this Section 2.27.01. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting HolderHolder and the intended method of disposition thereof), the Company will use its best efforts to effect include in the registration under Registration Statement the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to thereof provided that the Company from the managing underwriter of the price at which need not include any such securities are to 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 request to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 any obligation of Registration Statements filed after 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1Expiration Date.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any shares of its Company Common Stock or any securities convertible into Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder)notice, the Company will use its 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 Requesting Holders thereof; PROVIDED thatPROVIDED, HOWEVER, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which that 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 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 cause such registration to be effected as a registration under Section 2.1, and (yii) 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 conversion of any Preferred Stock or exercise of any Warrants or other warrants issued under the Credit Agreement, consummate the sale of the securities included in the registration until such time as any applicable waiting period under the Hart-Scott-Rodino Act shall have expired or early termination thereundex xxxxx xxxx xxxx granted if such Requesting Holder notifies the Company that it is required to make a filing under the Hart-Scott-Rodino Act before it may convert its Preferred Stock. No registration effected regxxxxxxxxx xxxxxxxd under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company GGS at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act any of its equity securities beneficially owned by Stonington (other than a registration on any form other than Forms Form S-4 or S-8 (Form S-8, or any successor or similar forms), whether or not in a manner that would permit registration of Registrable Securities for sale for its own accountto the public under the Securities Act and in an underwritten offering, it will each such time promptly give prompt written notice to all registered holders of Stockholders who beneficially own any Registrable Securities of its intention to do so so, of the registration form of the SEC that has been selected by GGS and of such holders' rights under this Section 2.25.1 (the "Section 5.1 Notice"); provided that, if, at the time of such proposed registration, any Management Investors (or their Permitted Transferees) are able to sell Registrable Securities owned by them pursuant to Rule 144 under the Securities Act, GGS shall not be required to give a Section 5.1 Notice to such Management Investors (or their Permitted Transferees), and such Management Investors (or their Permitted Transferees) shall not be entitled to any rights under this Section 5.1. Upon GGS will use its reasonable best efforts to include in the written request of any such holder (a "REQUESTING HOLDER") made as promptly as practicable and proposed registration all Registrable Securities that GGS is requested in any event writing, within 30 15 calendar days after the receipt of any such notice from Section 5.1 Notice is given, to register by the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable SecuritiesStockholders thereof; provided, with written confirmation to follow promptly thereafterhowever, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, 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 GGS shall determine for any reason not to register or to delay registration of such equity securities, the Company GGS may, at its election, give written notice of such determination to each Requesting Holder of all Stockholders who beneficially own any Registrable Securities and (x) in the case of a determination not to registerand, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from 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 cause such registration to be effected as a registration under Section 2.1abandoned registration, and (yii) in the case of a determination by GGS to delay registeringregistration of its equity securities, GGS 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, --------------------------------------- proposes to register any of its Company Common Stock under the Securities Act by registration on any form (other than Forms S-4 a registration (i) on Form S-4, S-8 or S-8 any similar forms, (ii) in connection with the acquisition by the Company of another company or successor forms(iii) relating to shares of Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company), for sale, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice (the "Registration Notice") to all registered the holders of Registrable Securities at least 40 calendar days prior to the anticipated filing date of the registration statement relating to such registration of its intention to do so so, describing such securities and specifying the form and manner of the proposed registration (including, without limitation, (x) whether such registration will be in connection with an underwritten offering of the Common Stock and, if so, the identity of the investment banker (or investment bankers) managing the offering (collectively, the "managing underwriter") and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities, if any, are reasonably expected to be sold if disclosure of such holders' rights under this Section 2.2price is acceptable to the managing underwriter). Upon the written request of any such holder of Registrable Securities (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and to include in any event such proposed registration Registrable Securities for sale for his account, which notice is delivered to the Company within 30 calendar days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice Registration Notice is deemed to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 (or any successor form) given and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the number of Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best efforts to effect the registration under the Securities Act of all of the Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereofregister; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudiceprovided, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.that: -------- -------

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form for a sale that will occur following the expiration of the Lock-Up Period (other than Forms pursuant to a Registration Statement filed by the Company on Form S-4 or S-8 (S-8, or any successor formsor other forms promulgated for similar purposes 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 registered holders of Registrable Securities Holders of its intention to do so and of such holders' Holders’ rights under this Section 2.22; provided, however, that nothing in this Agreement shall obligate the Company to provide notice to any Holder or holder of the Company's equity securities in the case of a sale of Registrable Securities (as such term is defined under the Existing Registration Rights Agreement) by Ignition to one or several purchasers pursuant to an underwritten offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). Upon the written request of any such holder Holder made within seven (a "REQUESTING HOLDER"7) made as promptly as practicable and in any event within 30 calendar days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior to the effective date extent required to permit the disposition of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are Registrable Securities so to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities and (x) in the case of a determination not to registerand, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any its obligation of the Company to pay the Registration Expenses registration expenses pursuant to Section 6 hereof in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering, however, all Holders requesting to be included in the Company’s registration and to participate in the underwritten offering must enter into an underwriting agreement to sell their Registrable Securities to the rights of underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any holder or holders of Registrable Securities entitled with respect to do so indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to cause 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 be effected as a the effective date of the Registration Statement filed in connection with such registration under Section 2.1or, and (y) in the case of a determination takedown from a Shelf Registration Statement, prior to delay registeringthe launch of such takedown, not to register such securities in connection with such registration. The Company shall not be required to maintain the effectiveness of the 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 Statement. Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to delay registering any withdraw from such registration by written notice to the Company if the price to the public at which the Registrable Securities, for Securities are proposed to be sold will be less than 90% of the same period as average closing price of the delay class of stock being sold in registering the offering during the 10 trading days preceding the date on which the notice of such other securities. No registration effected under offering was given pursuant to this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.12(a).

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock Units or other equity interests, if any, under the Securities Act by registration on any form other than Forms S-4 or S-8 (S-8, or any successor forms)or similar form and other than pursuant to Sections 2.1 and 2.3 hereof, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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 (or any successor form) 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 Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatPROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, the Company shall so advise each Requesting Holder of such price, and 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 request to have its Registrable Securities included in such registration statement; PROVIDED PROVIDED, FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 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 cause such registration to be effected as a registration under Section 2.1, and (yii) 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 Except as provided in Section 2.1(f)(ii)(B), no registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company Parent at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock securities under the Securities Act by registration on Form X-0, X-0 or S-3 or any form other than Forms S-4 successor or S-8 similar form(s) (except registrations on any such Form or successor formssimilar 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 registered holders each of Registrable Securities the Forstmann Little Partnerships of its intention to do so and of such holdersthe Forstmann Little Partnerships' rights under this Section 2.2. Upon the written request of any such holder of the Forstmann Little Partnerships (a "REQUESTING HOLDER") which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Forstmann Little Partnerships), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company Parent states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitiesthe Forstmann Little Partnerships, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will Parent shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Parent has been so requested to register by the Requesting Holders thereofForstmann Little Partnerships; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERPROVIDED, HOWEVER, that, 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 Parent shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, Parent shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Forstmann Little Partnerships and (xi) 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 any obligation of the Company Parent to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Forstmann Little Partnerships to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company Parent of its obligation to effect any registration upon request under Section 2.1.. Parent will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2. No registration effected by the Company pursuant to a Rio Bravo Request shall be deemed to be a registration pursuant to this Section 2.2

Right to Include Registrable Securities. If the --------------------------------------- Company at any time prior to the 10th anniversary of the Closing Date, following an Initial Public Offering proposes to register any shares of its Company Common Stock or any securities convertible into Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as ----------------- practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder)notice, the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, however, that -------- ------- prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which that 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 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 cause such registration to be effected as a registration under Section 2.1, and (yii) 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 Warrants in the registration, consummate the sale of the securities included in the registration until such time as any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act 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 Xxxx-Xxxxx-Xxxxxx Act before it may exercise its Warrants. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock equity securities under the Securities Act by registration on Form X-0, X-0 or S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (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 other than Forms thereto or (iii) in connection with any acquisition or merger on Form S-4 or S-8 (or any successor formsform thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered 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 of such holders' rights Registrable Securities the opportunity to register under this Section 2.2such registration statement such number of Registrable Securities as each such Holder may request in writing. 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 (a "REQUESTING HOLDER") Holder), made as promptly as practicable practicable, and in any event event, within 30 days after the receipt of any such notice from the Company (or 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best 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 Requesting Holders thereofeach Holder; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities the Holders and (xi) 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 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 the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to following the 10th anniversary consummation of the Closing DateCompany's initial public offering, proposes the Company shall propose to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)Stock, whether or not for sale for its own account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (the "Securities Act"), by registration on Form SB-2, S-1, S-2 or S-3 (but not Form S-4 or S-8) or any successor xx xxxxxxx xxxxx (except for any registrations in connection with (x) an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination or (y) debt securities that are not convertible into Common Stock) it will each such time shall give prompt written notice to all the holders (the "Holders") of the Shares that (i) have not been previously registered holders pursuant to a registration statement that shall have become effective under the Securities Act and (ii) may not be disposed of as permitted by, and in compliance with, Rule 144(k) or Rule 145 (or successor provisions) under the Securities Act (the foregoing Shares, together with any additional shares of Common Stock issued in a stock split or stock dividend are "Registrable Securities Securities") of its intention to do so and of such holdersthe Holders' rights under this Section 2.21 at least 30 days prior to the filing of a registration statement with respect to such registration with the Securities and Exchange Commission (the "SEC"). Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitiesthat notice, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be registered and disposed of by such Requesting Holder), the Company will shall, subject to the provisions hereof, use its best commercially reasonable efforts to effect the include in such registration under the Securities Act of statement all Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior such Holder. If a Holder decides not to the effective date include all of the its Registrable Securities in any registration statement thereafter filed in connection with by the Company, such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated nevertheless continue 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 pursuant to withdraw its request this Section 1.1 to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register include any Registrable Securities in connection with such any subsequent registration (but not from any obligation of statement or registration statements as may be filed by the Company with respect 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company offerings of its obligation to effect any registration securities, upon request under Section 2.1all the terms and conditions set forth herein.

Right to Include Registrable Securities. If the Company at any time prior to following the 10th anniversary consummation of the Closing DateCompany's initial public offering, proposes the Company shall propose to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)Stock, whether or not for sale for its own account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (the "Securities Act"), by registration on Form SB-2, S-1, S-2 or S-3 (but not Form S-4 or S-8) or any successor or xxxxxxx xxxxx (except for any registrations in connection with (x) an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination or (y) debt securities that are not convertible into Common Stock) it will each such time shall give prompt written notice to all the holders (the "Holders") of the Shares that (i) have not been previously registered holders pursuant to a registration statement that shall have become effective under the Securities Act and (ii) may not be disposed of as permitted by, and in compliance with, Rule 144(k) or Rule 145 (or successor provisions) under the Securities Act (the foregoing Shares, together with any additional shares of Common Stock issued in a stock split or stock dividend are "Registrable Securities Securities") of its intention to do so and of such holdersthe Holders' rights under this Section 2.21 at least 30 days prior to the filing of a registration statement with respect to such registration with the Securities and Exchange Commission (the "SEC"). Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitiesthat notice, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be registered and disposed of by such Requesting Holder), the Company will shall, subject to the provisions hereof, use its best commercially reasonable efforts to effect the include in such registration under the Securities Act of statement all Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior such Holder. If a Holder decides not to the effective date include all of the its Registrable Securities in any registration statement thereafter filed in connection with by the Company, such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated nevertheless continue 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 pursuant to withdraw its request this Section 1.1 to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register include any Registrable Securities in connection with such any subsequent registration (but not from any obligation of statement or registration statements as may be filed by the Company with respect 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company offerings of its obligation to effect any registration securities, upon request under Section 2.1all the terms and conditions set forth herein.

Right to Include Registrable Securities. If If, during the --------------------------------------- period commencing on and after the Effective Date, the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock file a registration statement under the Securities Act with respect to an offering by the Company, or by any other Person having the right to require the Company to file such registration on any form statement, of Company Common Stock (other than Forms a registration statement on Form S-4 or S-8 (or an S-3 used for a dividend reinvestment plan, or any successor forms), whether or not for sale for its own accountthen in the case of an underwritten offering, it will the Company shall give written notice of each such time proposed filing to the Holders and, in the case of a nonunderwritten offering, the Company shall give prompt written notice of each such proposed filing to all registered holders the Holders other than the Xxxx Piggybackers, in each case at least 20 days before the anticipated filing date, and such notice shall offer such participating Holders or, in the case of the exercise of rights hereunder by any Holder that is a Xxxx Entity, a Xxxx Group, the opportunity to register such number of Registrable Securities as each such Holder or, in the case of its intention to do so and the exercise of such holders' rights under this Section 2.2hereunder by any Holder that is a Xxxx Entity, a representative of the Xxxx Group with whom the Holder is participating, may request using the method of disposition proposed by the Company. Upon the written request of any participating Holder or, in the case of the exercise of rights hereunder by any Holder that is a Xxxx Entity, a representative of the Xxxx Group with whom the Holder is participating (such holder (a participating Holder and any other Person with registration rights exercisable with respect to the subject registration being deemed "REQUESTING HOLDERIncidental Piggybackers") ), made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holdersold), the Company will shall use its 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 Requesting Holders thereof; PROVIDED that, prior register. Subject to the effective date managing underwriter's or selling broker's, as the case may be, Section 3.03 good faith judgment regarding the number of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are Registrable Securities to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holderregistered, the Company shall so advise use its best efforts to cause the managing underwriters of any proposed underwritten offering or the selling broker in any proposed offering on a delayed or continuous offering, to include such Requesting Holder Registrable Securities requested by Holders of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included pursuant to this Section in such registration statement; PROVIDED FURTHER, HOWEVER, that, if, at offering on the same terms and conditions as any time after giving written notice of its intention to register any similar securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1Person included therein.

Right to Include Registrable Securities. If Following December 12, 2001, if the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any shares of its Company Common Stock or any securities convertible into Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDER") made as promptly as practicable and in any event within 30 10 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder)notice, the Company will use its 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 Requesting Holders thereof; PROVIDED thatthat should a holder fail to provide timely notice to the Company as to whether it wishes to participate in a registration, such holder will forfeit any rights to participate in the registration with respect to such proposed offering; PROVIDED, FURTHER, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which that 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 request to have its Registrable Securities included in such registration statement; PROVIDED and, PROVIDED, FURTHER, HOWEVER, that, 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 connec tion with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, (but subject to Section 2.7) to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1. As between the Company and the Requesting Holders, the Company shall be entitled to select the underwriters in connection with any registration pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder) made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately promptly upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 registra tion statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company IDSs, Common Stock, Common Stock Equivalents, Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Common Stock, Common Stock Equivalents, Subordinated Notes or other securities of the Company (other than in connection with an employee stock option or other benefit plan) under the Securities Act by (other than: (i) a registration on Form X-0, X-0 or any form other than Forms S-4 successor or S-8 similar forms; or (ii) a similar registration under Canadian Securities Laws) and applicable Canadian Securities Laws (or successor formsunder 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 3.2 hereof, give prompt written notice to all registered holders of Registrable Securities the Holders of its intention to do so and of such holdersthe Holders' rights under this Section 2.2Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. 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 (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 15 days after the receipt of any such the Company's notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the number of Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its best efforts to effect the proposed registration under the Securities Act and applicable Canadian Securities Laws of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior such Holder to the effective date extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration statement filed in connection with involves an underwritten offering, any such registration, immediately upon notification Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company from the managing underwriter (except that indemnification obligations of the price at which any such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated be limited to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, those obligations set forth in Article VI hereof) and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination to each Requesting such Holder of Registrable Securities and (x) in the case of a determination not to registerand, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration (but not from pursuant to this Section 3.1 involves an underwritten public offering, any obligation such Holder may elect, in writing no less than one business day prior to the effective date of the Company to pay the Registration Expenses 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 cause register such registration to be effected as a registration under Section 2.1, and (y) 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 such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.connection with such

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Datefollowing a Qualified IPO, proposes to register any of its Company Common Stock equity securities under the Securities Act (other than by a registration on any form other than Forms Form S-4 or Form S-8 (or any successor or similar forms), 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 thirty (30) days prior to filing) to all registered holders Eligible Holders of Registrable Securities of its intention to do so and so, of such holders' Eligible Holders’ rights under this Section 2.2Paragraph 1 and, to the extent such information is available, of the type and number of equity securities to be registered, the distribution arrangements and, if the offering is underwritten, the proposed price and identity of the lead underwriter(s). Upon the written request of any such holder Eligible Holder made within twenty (a "REQUESTING HOLDER"20) made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting HolderEligible Holder and the intended method of disposition thereof), the Company will use its 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 Requesting Holders holders thereof; PROVIDED that, prior to the effective date 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 or in a separate registration statement concurrently filed in connection with such registration, immediately upon notification and on terms substantially the same as those being offered to the Company from the managing underwriter of the price at which such securities are to be soldCompany; provided, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holderhowever, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Eligible Holder of Registrable Securities and (x) in the case of a determination not to registerand, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.thereupon:

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock equity securities under the Securities Act by registration on Form S-1, S-2 or S-3, or any successor xx xxxxxar form(s) (except registrations (i) pursuant to Section 2.2, (ii) solely for registration of equity securities in connection with an employee benefit plan (as defined in 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form other than Forms thereto or (iii) in connection with any acquisition or merger on Form S-4 or S-8 (or any successor formsform thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered 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 of such holders' rights Registrable Securities the opportunity to register under this Section 2.2such registration statement such number of Registrable Securities as each such Holder may request in writing. 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 (a "REQUESTING HOLDER") Holder), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (or, 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best 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 Requesting Holders thereofeach Holder; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities the Holders and (xi) 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 any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided hereunder), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.2 and (yii) 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 2.2 2.3 shall relieve the Company of its obligation to effect any registration upon request under Section 2.12.2.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes Company shall propose to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)Stock, whether or not for sale for its own account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (the "Securities Act"), by registration on Form XX-0, X-0, X-0 or S-3 (but not Form S-4 or S-8) or any successor or similar forms (except for any registrations in connection with (x) an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination or (y) debt securities that are not convertible into Common Stock) it will each such time shall give prompt written notice to all the holders (the "Holders") of the shares of Common Stock issuable pursuant to the exercise hereof that (i) have not been previously registered holders pursuant to a registration statement that shall have become effective under the Securities Act and (ii) may not be disposed of as permitted by, and in compliance with, Rule 144 or Rule 145 (or successor provisions) under the Securities Act (the foregoing shares, together with any additional shares of Common Stock issued in a stock split or stock dividend are "Registrable Securities Securities") of its intention to do so and of such holdersthe Holders' rights under this Section 2.29 at least 30 days prior to the filing of a registration statement with respect to such registration with the Securities and Exchange Commission (the "SEC"). Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitiesthat notice, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be registered and disposed of by such Requesting Holder), the Company will shall, subject to the provisions hereof, use its best commercially reasonable efforts to effect the include in such registration under the Securities Act of statement all Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that, prior such Holder. If a Holder decides not to the effective date include all of the its Registrable Securities in any registration statement thereafter filed in connection with by the Company, such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated nevertheless continue 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 pursuant to withdraw its request this Section 9.1 to have its Registrable Securities included in such registration statement; 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register include any Registrable Securities in connection with such any subsequent registration (but not from any obligation of statement or registration statements as may be filed by the Company with respect 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company offerings of its obligation to effect any registration securities, upon request under Section 2.1all the terms and conditions set forth herein.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, whether or not for sale for its own accountaccount and any Securityholder is requesting Registrable Securities (as defined in the Other Registration Rights Agreements, it referred to herein as "Third Party Securities") be included in such registration, the Company 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") (which request (i) should specify the Registrable Securities intended to be disposed of by such Requesting Holder and (ii) when aggregated with all other requests from Requesting Holders under this Agreement, must include at least 250,000 shares of Registrable Securities (including at least 50,000 shares of Registrable Securities owned by the Principal Stockholder or any transferee thereof pursuant to Section 9 hereof)), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately promptly upon notification to the Company from the managing underwriter of the price at which such securities are to 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 promptly its request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 connec tion with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)in connection with the issuance of stock in consideration of the acquisition of assets or 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 2.21.2. Upon the written request of any such holder (a "REQUESTING HOLDER"“Requesting Holder”) made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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 (or any successor form) 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 Requesting Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (xi) 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 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 cause such registration to be effected as a registration under Section 2.11.1, and (yii) 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 2.2 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.11.1.

Right to Include Registrable Securities. If the Company at any time prior to after the 10th first anniversary of the Closing Date, issuance of the Series C Preferred Stock and the Series D Preferred Stock proposes to register any of its Company Common Stock securities under the Securities Act (other than by a registration on Form S-4 or S-8, or any form successor or similar forms and other than Forms S-4 pursuant to section 2.1, and except for at-the-market offerings under its Stockholder Investment Program (Common Stock), its Dividend Reinvestment Program (Series B Preferred Stock) and its shelf offerings of Common Stock and Series B Convertible Preferred Stock pursuant to one or S-8 (more Sales Agency Agreements or successor formssimilar agreements)), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders Holders of Registrable Securities of its intention to do so and of such holdersHolders' rights under this Section section 2.2. Upon the written request of any such holder (a "REQUESTING HOLDER") Holder made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will will, subject to the terms of this Agreement, use its 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 Requesting Holders thereof; PROVIDED that, prior to the effective date extent requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement filed in connection with such registration, immediately upon notification to which covers the securities which the Company from the managing underwriter of the price at which such securities are proposes to be soldregister, 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 Requesting Holder of Registrable Securities and and, thereupon, (xi) 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 any its obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder Holder or holders Holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.to

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatPROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED PROVIDED, FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to during the 10th anniversary of five-year period commencing on the Closing Datedate hereof, the Company proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)Act, whether or not for sale for its own accountaccount for cash (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), in a manner that would permit registration of Registrable Securities for cash sale to the public under the Securities Act, it will each such time promptly give prompt written notice to all registered 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 2.22.1 (the "Section 2.1 Notice"). Upon The Company will use reasonable best efforts to include in the written request of any such holder (a "REQUESTING HOLDER") made as promptly as practicable and proposed registration all Registrable Securities that the Company is requested in any event writing, within 30 10 days after the receipt Section 2.1 Notice is given, to register by the Holders thereof (up to a maximum number of shares per Holder in any such notice from twelve month period not in excess of 10% of the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders number of Registrable SecuritiesSecurities held by such Holder on the date hereof as indicated in Schedule 1 hereto), with written confirmation 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 follow promptly thereafterbe included in the proposed registration; provided, however, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED that, prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, 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 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 Requesting Holder all Holders of Registrable Securities that duly requested such registration, and (x) in the case of a determination not to register, thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration (but not from 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 cause such registration to be effected as a registration under Section 2.1, and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, whether or not for sale for its own accountaccount and any Securityholder is requesting Registrable Securities (as defined in the Other Registration Rights Agreements, it referred to herein as "Third Party Securities") be included in such registration, the Company 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") (which request (i) should specify the Registrable Securities intended to be disposed of by such Requesting Holder and (ii) when aggregated with all other requests from Requesting Holders under this Agreement, must include at least 250,000 shares of Registrable Securities (including at least 50,000 shares of Registrable Securities owned by the Principal Stockholder or any transferee thereof pursuant to Section 9 hereof)), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatPROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately promptly upon notification to the Company from the managing underwriter of the price at which such securities are to 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 promptly its request to have its Registrable Securities included in such registration statement; PROVIDED PROVIDED, FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing DateFebruary 1, 2006, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms), 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatPROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED PROVIDED, FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock equity securities under the Securities Act by registration on Form S-x, X-0 or S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan (as defined in 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form other than Forms thereto or (iii) in connection with any acquisition or merger on Form S-4 or S-8 (or any successor formsform thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered 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 of such holders' rights Registrable Securities the opportunity to register under this Section 2.2such registration statement such number of Registrable Securities as each such Holder may request in writing. 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 (a "REQUESTING HOLDER") Holder), made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice from the Company (15 or, 10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best 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 Requesting Holders thereofeach Holder; PROVIDED thatprovided, prior to the effective date of the registration statement filed in connection with such registrationhowever, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 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 Requesting Holder of Registrable Securities the Holders and (xi) 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 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 the Holders to do so to cause request that such registration to be effected as a registration under Section 2.1, 2.1 and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing DateFebruary 1, 2006, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms), 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to after the 10th first anniversary of the Closing DateEffective Date and prior to December 31, 2012 proposes to register any of its Company Common Stock securities under the Securities Act (other than by a registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public and other than Forms S-4 or S-8 (or successor formspursuant to Section 2.1 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 registered holders Holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2.2so. Upon the written request of any such holder Holders of an aggregate of at least 25,000 shares (a "REQUESTING HOLDER"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 as promptly as practicable and in any event within 30 15 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by each such Requesting HolderHolder and the intended method of disposition thereof), the Company will use its best 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 Requesting Holders thereof; PROVIDED thatof such Registrable Securities, prior to the effective date extent requisite to permit the disposition (determined pursuant to the provisions of Section 2.1(b) hereof) of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are Registrable Securities so to be soldregistered, 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHER, HOWEVER, that, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and and, thereupon, (xi) 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 any its obligation of the Company 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 cause request that such registration to be effected as a registration under Section 2.12.1 hereof, and (yii) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.12.1 hereof.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)S-8, 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 2.2. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company at any time prior to following the 10th first anniversary of the Closing Dateclosing of the transactions contemplated by the Purchase Agreement, the Company proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms)another similar form under the Securities Act which would not permit the inclusion of Registrable Securities, 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 2.22.1. Upon the written request of any such holder (a "REQUESTING HOLDERRequesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 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, that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its 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 Requesting Holders thereof; PROVIDED thatprovided, that prior to the effective date of the registration statement Registration Statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to 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 request to have its Registrable Securities included in such registration statementRegistration Statement; PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, 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 Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) 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 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 cause such registration to be effected as a registration under Section 2.1, and (y) 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 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.