Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time after the Effectiveness DateIf, If the Company at any time following the Effective Time, the Company proposes to register any of its equity securities file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoa Demand Registration), whether or not for sale for its own account, it will each such time the Company shall give prompt written notice of such proposed filing to all holders each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities of its intention to do so, which notice as the Holder shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon request. Upon the written request direction of any Holder, given within 20 days following the receipt by such Holder of any such holder made within 15 days after the receipt of any such written notice (which request direction shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will use all reasonable efforts to effect the registration under the Securities Act shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of all Registrable Securities which as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company has been so requested (a copy of which shall be provided to register by the holders thereof, on Holders) that the same terms number of shares of Company Common Stock included in such Registration would (i) materially and conditions as adversely affect the equity securities price of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so Common Stock to be registeredoffered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, PROVIDED that if, at any time after giving written notice of its intention to register any securities and prior to then the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders number of Registrable Securities to request that be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be effected as a registration upon request under section 2.2. Notwithstanding reduced in proportion to the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration number of Registrable Securities under this section 2.3 unless the securities proposed originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company are to reduce the number of shares of Company Common Stock proposed to be disposed issued by the Company in a Registration initiated by the Company with respect to an offering of in an underwritten public offeringCompany Common Stock for its own account. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration Incidental Registration effected under this section 2.3 Section 2.02 shall relieve be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company from of its obligation obligations to effect registrations any Demand Registration upon request as provided under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1Section 2.01 hereof. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time From and after the Effectiveness first anniversary of the IPO Date, If and before the tenth anniversary of the IPO Date, if the Company at any time proposes proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act to register any of its equity securities Ordinary Shares for public sale under the Securities Act (other than pursuant whether proposed to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not be offered for sale for its own accountby the Company or by any other Person), it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to all holders of Registrable Securities the Holders of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, and upon the written request of any such holder made Holder delivered to the Company within 15 days ten Business Days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will use all commercially reasonable efforts to effect the registration under the Securities Act of include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition Holders. (in accordance with the intended methods thereof as aforesaidb) of the Registrable Securities so to be registered, PROVIDED that if, 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 any Registration Statement described in connection with such registrationsubsection (a), the Company shall determine for any reason not to register proceed with such securitiesregistration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register any such Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the The Company from its obligation will not be required to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration of Registrable Securities pursuant to this section 2.3 involves Section in connection with an underwritten offering, and offering of Ordinary Shares solely for the managing underwriter shall advise account of the Company if the Company shall have been advised in writing (with a copy to each holder the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities requesting registration) that, in its opinion, the number and of any other securities requested to be included in such registration exceeds by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the number which can be securities being sold by the Company in such offering within a commercially reasonable or adversely affect the price range (such writing to state the basis of such opinion and the approximate number securities; but if an offering of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent less than all of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant Holders and other securities requested to this section 2.3be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata among such holders on in accordance with the basis of proportion that the number of shares of Common Stock proposed to be registered included in such registration by such holders, and (iii) third, all other securities the Holders bears to the number of shares proposed to be registeredincluded in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) At any time after Subject to Section 5.09 and to the Effectiveness Dateregistration rights of the holders of the Senior Preferred Stock and ING, If the Company if at any time proposes to register any of its equity securities the Company determines that it shall file a registration statement under the Securities Act for the registration of Common Stock (other than pursuant a registration statement on a Form S-4 or S-8 or an offering of securities solely to section 2.2 the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf or on Form ▇-▇behalf of selling holders of its securities for the general registration of Common Stock to be sold for cash, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not for sale for its own account, it will the Company shall each such time promptly give prompt the Holders written notice of such determination setting forth the date on which the Company proposes to all file such registration statement, which date shall be no earlier than 15 days from the date of such notice, and advising the Holders of their right to have Registrable Stock included in such registration. In the case of a registration statement to be filed on behalf of selling holders of Registrable Securities its securities, the Company shall also indicate in such notice whether it will be registering securities on its own behalf as part of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon statement. Upon the written request of any such holder made within Holder received by the Company not later than 15 days after the receipt date of any such the Company's notice (which request shall specify state the number of Registrable Securities intended Shares to be disposed of by such holder so registered and the intended method of disposition thereofdistribution), the Company will shall, subject to Section 5.04(b) below, use all reasonable efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities which the Company Stock that each such Holder has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice; provided, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no the right to postpone or withdraw any registration effected pursuant to this Section 5.04 without obligation or liability to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringsuch Holder. (b) If If, in the opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the opinion of the Company), the total amount of such securities proposed to be registered by so registered, including such Registrable Stock, will exceed the Company are to be disposed of in an underwritten public offering, such notice maximum amount of the Company's intention securities which can be marketed (i) at a price reasonably related to register the then current market value of such securities shall designate and (ii) without otherwise materially and adversely affecting the proposed underwriters entire offering, then subject to the registration rights of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve Senior Preferred Stock and ING, the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, securities and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested Stock to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may shall be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, following order: (iA) first, any securities that of the Company proposes to issue and sell for its own account, Company; (iiB) second, any Registrable Securities Stock of the Stockholders or the Stockholder Permitted Transferees; and (C) third, any Registrable Stock of ▇▇. ▇▇▇▇▇ or the ▇▇▇▇▇ Permitted Transferees or any other stockholder hereafter granted incidental registration rights in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be registered included by ▇▇. ▇▇▇▇▇, the holders thereof pursuant to this section 2.3, pro rata among ▇▇▇▇▇ Permitted Transferees or such holders on stockholders at the basis time of the number filing of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredthe registration statement.

Incidental Registration. (a) At If, at any time after the Effectiveness DateFirst Public Offering, If the Company at any time proposes to register any of its equity securities Company Securities under the Securities Act (other than pursuant to section 2.2 or a registration on Form ▇-▇S-8 or S-4, ▇▇▇▇ ▇-▇ or any successor forms theretoor similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time time, subject to the provisions of Section 5.02(b), give prompt written notice prior to all holders the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is same class or series as those proposed to be consummatedregistered as each such Shareholder may request (an “Incidental Registration”), and, upon subject to the provisions of Section 5.02(b). Upon the written request of any such holder Shareholder made within 15 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofShareholder), the Company will use all 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 holders thereof, on the same terms and conditions as the equity securities of the Company or, if all such offering is for the account of other shareholders, the equity securities included thereinShareholders, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) 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 such securities, the Company may, at its election, shall give written notice of to all such determination to each holder of Registrable Securities Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, . No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2extent required by Section 5.01. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the The Company shall have no obligation to effect the pay all Registration Expenses in connection with each registration of Registrable Securities under requested pursuant to this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringSection 5.02. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 Section 5.02 involves an underwritten offeringPublic Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter shall advise advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionview, the number of securities requested Shares that the Company and such Shareholders intend to be included include in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)Maximum Offering Size, the Company will include in such registration, in the following priority, up to the extent of the number of securities which the Company is so advised can be sold in such offering, Maximum Offering Size: (i) first, so much of the securities that proposed to be registered for the account of the Company proposes as would not cause the offering to issue and sell for its own account, exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be registered included in such registration by the holders thereof pursuant Institutional Shareholders and each of their Permitted Transferees, (allocated, if necessary for the offering not to this section 2.3exceed the Maximum Offering Size, pro rata among such holders entities or persons on the basis of the relative number of shares of Common Stock proposed Registrable Securities so requested to be registered by included in such holders, and registration), (iii) third, all other any securities proposed to be registeredregistered for the account of any other Persons with such priorities among them as the Company shall determine.

Incidental Registration. (ai) At any time after the Effectiveness Date, If the Company at any time proposes to register or sell any of its equity Common Shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Common Shares (the “Priority Securities”) under the Securities Act (other than a registration (A) relating to shares issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company, (B) in connection with any scheme of arrangement, merger or consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of the shares or substantially all the assets of any other Person, or (C) pursuant to section 2.2 Section 3(a) hereof) in a manner that would permit registration of Registrable Securities for sale, or on Form ▇-▇the sale in a takedown, ▇▇▇▇ ▇-▇ or any successor forms thereto), to the public under the Securities Act (whether or not for sale for its own account)), including in an initial public offering, it will shall each such time time, subject to the provisions of Section 3(b)(ii) hereof, give prompt written notice to all holders of record of Registrable Securities of its intention to do soso and of such Shareholders’ rights under this Section 3(b), which notice shall be given to all such holders at least 30 10 days (or two Business Days, in the case of a takedown from an effective shelf registration statement) prior to the anticipated filing date of the registration statement relating to such registration is proposed or the offering date in the case of a takedown. Such notice shall offer all such Shareholders the opportunity to be consummated, and, upon include in such registration statement or in such takedown such number of Registrable Securities as each such Shareholder may request. Upon the written request of any such holder Shareholder made within 15 seven days (or two Business Days in the case of a takedown) after the receipt of any such the Company’s notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofShareholder), the Company will shall use all 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 Shareholders thereof or to include requested Registrable Securities in a takedown; provided, however, that (A) all holders thereof, of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected by the Company on substantially the same terms and conditions as the equity securities of apply to the Company or, if such offering is for the account of (other shareholders, the equity securities included therein, than provisions relating to the extent required to permit the disposition indemnification of underwriters or Shareholders), and (in accordance with the intended methods thereof as aforesaidB) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any securities Priority Securities or to proceed with a takedown and prior to the effective date of the registration statement filed in connection with such registration or prior to the execution of an underwriting agreement in connection with a takedown, the Company shall determine for any reason not to register or sell such Priority Securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration or to include requested Registrable Securities in a takedown (without prejudice, however, to rights of Shareholders under Section 3(a) hereof). The failure of any holder of Registrable Securities to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. 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, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration or takedown effected under this section 2.3 Section 3(b) shall relieve the Company from of its obligation obligations to effect registrations a registration or takedown upon request under section 2.2 Section 3(a) hereof. The Company shall pay all Registration Expenses in connection with each registration or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a takedown of Registrable Securities requested registration pursuant to this section 2.3 involves an underwritten offeringSection 3(b). However, each Shareholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the managing underwriter shall advise the Company in writing (with a copy to each holder sale or disposition of such Shareholder’s Registrable Securities requesting registration) that, in its opinion, the number of securities requested pursuant to be included in such a registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof statement or takedown effected pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredSection 3(b).

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of security holders or both, (other than pursuant to section 2.2 or excluding any registration statement on Form ▇-▇S-4, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or ▇▇ another form not available for registering the Registrable Stock for sale for its own accountto the public), it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon Purchaser. Upon the written request of any such holder made received by the Company within 15 20 days after the receipt giving of any such notice (which request shall specify by the Company, to register any of the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Stock, the Company will use all reasonable its best efforts to effect cause the Registrable Stock as to which registration under the Securities Act of all Registrable Securities which the Company has shall have been so requested to register be included in the registration statement proposed to be filed by the holders thereofCompany, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, all to the extent required requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaidits written request) of such Registrable Stock. Alternatively, the Company may include the Registrable Securities so Stock as to which registration shall have been requested by the Purchaser under this paragraph 2(a) in a separate registration statement to be registered, PROVIDED that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of filed concurrently with the registration statement proposed to be filed by the Company. In the event any registration statement filed pursuant to this Section 2 shall be, in whole or in part, in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested shares of Registrable Stock to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which statement may be included in such offering without such effect), the Company will include in reduced or may be excluded from such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among managing underwriter(s)shall give their written opinion that such holders on the basis of inclusion would adversely affect the number of shares of Common Stock proposed to be registered included or the marketing or price of the securities to be sold thereby the Company or by any security holder other than Purchaser but for whose account such securities are to be sold pursuant to the exercise of demand registration rights granted in accordance with any separate agreement with the Company not in violation of this Agreement. Such reduction or exclusion shall be pro rata among those security holders "piggybacking" on such registration period. Notwithstanding the foregoing provisions of this Section 2, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the holders of Registrable Stock. Except as set forth above, there shall be no limit to the number of registrations that may be requested pursuant to this Section 2. (b) In the event that a distribution of Registrable Stock covered by a registration statement referred to in paragraph (a) above is to be underwritten, then the distribution of Registrable Stock for the account of the Purchase shall be underwritten by the same underwriters who are underwriting the distribution of the securities for the account of the Company and/or any other persons whose securities are covered by such holdersregistration statement, and the holders of Registrable Stock that are selling shares of Registrable Stock pursuant to such registration statement shall enter into the agreement with such underwriters contemplated under Section 3. (iiic) thirdPurchaser agrees, all other if reasonably requested by the managing underwriters in an underwritten offering to which the provision of this Section 2 apply, not to effect any public sale or distribution of securities proposed of the Company of the same class as the securities included in the registration statement relating to be registeredsuch underwritten offering, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten offering), during the 10 day period prior to the filing of such registration statement, and during the period required by such underwriters, not to exceed the 180 day period beginning on the closing date of each underwritten offering made pursuant to such registration statement, to the extent timely notified in writing by the Company or the managing underwriters.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register file on its behalf and/or on behalf of any of its equity securities security holders (collectively, the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than pursuant to section 2.2 or a Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or S-8 or any successor forms thereto)form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, whether respectively) for the general registration of Shares or not other equity securities of Company, or securities convertible into or exchangeable or exercisable for sale for its own accountShares or such other equity securities, it will each such time give prompt written notice of such proposed filing to all holders Executive (unless Executive is a Demanding Security Holder) at least thirty (30) days before the initial filing with the Commission of Registrable Securities of its intention to do sosuch Registration Statement, which notice shall be given to all such holders at least 30 days prior to set forth the date such registration is number and type of securities proposed to be consummated, and, upon the written request offered and a description of any such holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)of such securities. The notice shall offer to include in such filing such number of Registrable Securities as Executive may request. In the event that Executive desires to have Registrable Securities registered under this Section 3, he shall advise Company in writing within twenty (20) days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company will shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use all reasonable 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 holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) . If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter of a proposed public offering shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number distribution of securities the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such registration exceeds Demanding Security Holder would materially and adversely affect the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis distribution of such opinion and securities by Company or such Demanding Security Holder, then Executive shall reduce the approximate number of shares amount of securities which may be included in such offering without such effect), the Company will include in such registration, he intended to the extent of the number of securities which the Company is so advised can be sold in distribute through such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such with the other Demanding Security Holders and other selling security holders on the basis of the number of shares of Common Stock proposed Registrable Securities to be registered by offered for the account of Executive and such other selling security holders, and (iii) third. Except as otherwise provided in Section 5, all other securities proposed expenses of such registration shall be borne by Company. No registration of Registrable Securities under this Section 3 shall relieve Company of its obligation to be registeredeffect registrations under Section 2, or shall constitute a request for registration by Executive under Section 2.

Incidental Registration. (a) At any time From and after the Effectiveness first anniversary of the Closing Date, If and before the tenth anniversary of the Closing Date, if the Company at any time proposes proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act to register any of its equity securities Common Shares for public sale under the Securities Act (other than pursuant whether proposed to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not be offered for sale for its own accountby the Company or by any other Person), it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to all holders of Registrable Securities the Holders of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, and upon the written request of any such holder made Holder delivered to the Company within 15 days ten Business Days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will use all commercially reasonable efforts to effect the registration under the Securities Act of include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition Holders. (in accordance with the intended methods thereof as aforesaidb) of the Registrable Securities so to be registered, PROVIDED that if, 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 any Registration Statement described in connection with such registrationsubsection (a), the Company shall determine for any reason not to register proceed with such securitiesregistration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register any such Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the The Company from its obligation will not be required to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration of Registrable Securities pursuant to this section 2.3 involves Section in connection with an underwritten offering, and offering of securities solely for the managing underwriter shall advise account of the Company if the Company shall have been advised in writing (with a copy to each holder the Holders requesting registration) by a nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities requesting registration) that, in its opinion, the number and of any other securities requested to be included in such registration exceeds by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the number which can be securities being sold by the Company in such offering within a commercially reasonable or adversely affect the price range (such writing to state the basis of such opinion and the approximate number securities; but if an offering of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent less than all of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant Holders and other securities requested to this section 2.3be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata among such holders on in accordance with the basis of proportion that the number of shares of Common Stock proposed to be registered included in such registration by such holders, and (iii) third, all other securities the Holders bears to the number of shares proposed to be registeredincluded in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities Common Stock under the Securities Act (other than pursuant to section 2.2 or a registration (A) on Form ▇-▇, ▇▇▇▇ ▇-▇ S-8 or S-4 or any successor forms theretoor similar forms, (B) relating to Common Stock issuable upon exercise of employee or director stock options or in connection with any employee or director benefit or similar plan of the Company, (C) in connection with a direct or indirect acquisition by the Company of another company or the financing of such acquisition, or (D) pursuant to Section 5.1 hereof), whether or not for sale for its own account, in a manner which would permit registration of Registrable Stock for sale to the public under the Securities Act it will each such time time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice to all holders of Registrable Securities the Shareholders of its intention to do soso and of such Shareholders' rights under this Section 5.2, which notice shall be given to all such holders at least 30 20 days prior to the anticipated filing date of the registration statement relating to such registration. Any such notice shall offer each Shareholder the opportunity to include in such registration is proposed to be consummated, and, upon statement such number of shares of Registrable Stock as each such Shareholder may request (an "Incidental Registration"). Upon the written request of any such holder Shareholder made within 15 ten days after the receipt of any such notice from the Company (which request shall specify the number of shares of Registrable Securities Stock intended to be disposed of by such holder and the intended method of disposition thereofShareholder), the Company will use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities Stock which the Company has been so requested to register by the holders thereofShareholders, to the extent requisite to permit the disposition of the Registrable Stock so to be registered; provided that (i) if such registration involves an Underwritten Offering, all Shareholders requesting to be included in the Company's registration must sell their Registrable Stock to the underwriters selected by the Company on the same terms and conditions as the equity securities of apply to the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition and (in accordance with the intended methods thereof as aforesaidii) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.2(a) 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 such securitiesstock, the Company may, at its election, shall give written notice of such determination to each holder of Registrable Securities all Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities Stock in connection with such registration, registration (without prejudice, however, to the rights of any holder or holders Shareholders under Section 5.1 hereof). No registration effected under this Section 5.2 shall relieve the Company of Registrable Securities its obligations to request that such registration be effected as effect a registration upon request under section 2.2to the extent required by Section 5.1 hereof. Notwithstanding the foregoing, if the Initial Shelf The Company will pay all Registration or any Subsequent Shelf Registration is then Expenses in effect, the Company shall have no obligation to effect the connection with each registration of Registrable Securities under Stock requested pursuant to this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringSection 5.2. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 Section 5.2 involves an underwritten offering, Underwritten Offering and the managing underwriter shall advise advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionview, the number of securities requested shares of Common Stock which the Company, the Shareholders and any other Persons intend to be included include in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)Maximum Offering Size, the Company will include in such registration, in the following priority, up to the extent of the number of securities which the Company is so advised can be sold in such offering, Maximum Offering Size: (i) first, securities that if the registration was initiated by the Company proposes to issue and sell for the sale of Common Stock for its own account, any such Common Stock, (ii) second, all (x) Registrable Securities Stock requested to be registered included in such registration by the holders thereof any Shareholders that have rights pursuant to this section 2.3Section 5.2 hereof and (y) all Common Stock requested to be included in such registration by any other shareholders that hold demand registration rights, pro rata among such holders Shareholders and other shareholders on the basis of the relative number of shares of Registrable Stock or Common Stock, respectively, owned by them, (iii) third, all Common Stock held by other shareholders of the Company who exercise "piggyback" registration rights in connection with such registration, pro rata among such shareholders on the basis of the relative number of shares of Common Stock proposed to be registered owned by such holdersthem, and and (iiiiv) thirdfourth, all any other securities proposed to be registeredCommon Stock.

Incidental Registration. (ai) At any time after the Effectiveness Date, If the Company at any time proposes to register or sell any of its equity Common Shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Common Shares (the “Priority Securities”) under the Securities Act (other than a registration (A) relating to shares issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company, (B) in connection with any scheme of arrangement, merger or consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of the shares or substantially all the assets of any other Person, or (C) pursuant to section 2.2 Section 3 (a) hereof) in a manner that would permit registration of Registrable Securities for sale, or on Form ▇-▇the sale in a takedown, ▇▇▇▇ ▇-▇ or any successor forms thereto), to the public under the Securities Act (whether or not for sale for its own account)), including in an initial public offering, it will shall each such time time, subject to the provisions of Section 3(b)(ii) hereof, give prompt written notice to all holders of record of Registrable Securities of its intention to do soso and of such Shareholders’ rights under this Section 3(b), which notice shall be given to all such holders at least 30 10 days (or two Business Days, in the case of a takedown from an effective shelf registration statement) prior to the anticipated filing date of the registration statement relating to such registration is proposed or the offering date in the case of a takedown. Such notice shall offer all such Shareholders the opportunity to be consummated, and, upon include in such registration statement or in such takedown such number of Registrable Securities as each such Shareholder may request. Upon the written request of any such holder Shareholder made within 15 seven days (or two Business Days in the case of a takedown) after the receipt of any such the Company’s notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofShareholder), the Company will shall use all 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 Shareholders thereof or to include requested Registrable Securities in a takedown; provided, however, that (A) all holders thereof, of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected by the Company on substantially the same terms and conditions as the equity securities of apply to the Company or, if such offering is for the account of (other shareholders, the equity securities included therein, than provisions relating to the extent required to permit the disposition indemnification of underwriters or Shareholders), and (in accordance with the intended methods thereof as aforesaidB) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any securities Priority Securities or to proceed with a takedown and prior to the effective date of the registration statement filed in connection with such registration or prior to the execution of an underwriting agreement in connection with a takedown, the Company shall determine for any reason not to register or sell such Priority Securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration or to include requested Registrable Securities in a takedown (without prejudice, however, to rights of Shareholders under Section 3(a) hereof). The failure of any holder of Registrable Securities to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. 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, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration or takedown effected under this section 2.3 Section 3(b) shall relieve the Company from of its obligation obligations to effect registrations a registration or takedown upon request under section 2.2 Section 3(a) hereof. The Company shall pay all Registration Expenses in connection with each registration or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a takedown of Registrable Securities requested registration pursuant to this section 2.3 involves an underwritten offeringSection 3(b). However, each Shareholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the managing underwriter shall advise the Company in writing (with a copy to each holder sale or disposition of such Shareholder’s Registrable Securities requesting registration) that, in its opinion, the number of securities requested pursuant to be included in such a registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof statement or takedown effected pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredSection 3(b).

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities Company Securities under the Securities Act (other than pursuant to section 2.2 or a registration (A) on Form ▇-▇, ▇▇▇▇ ▇-▇ S-8 or S-4 or any successor forms theretoor similar forms, (B) relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another company), whether or not for sale for its own account, it will each such time time, subject to the provisions of Section 5.02(b), give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the anticipated filing date of the registration statement relating to such registration is to the LLC and each Other Stockholder, which notice shall set forth such Stockholder's rights under this Section 5.02 and shall offer such Stockholders the opportunity to include in such registration statement such number of Registrable Securities of the same type as are proposed to be consummated, and, upon registered as each such Stockholder may request (an "Incidental Registration"). Upon the written request of any such holder Stockholder made within 15 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofStockholder), the Company will use all reasonable 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 holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included thereinStockholders, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that (I) if such registration involves a Public Offering, PROVIDED that all such Stockholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company and (II) if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.02(a) 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 such securities, the Company may, at its election, shall give written notice of to all such determination to each holder of Registrable Securities Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, registration (without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such the LLC under Section 5.01). No registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, this Section 5.02 shall relieve the Company shall have no obligation of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities under requested pursuant to this section 2.3 unless Section 5.02. (b) If a registration pursuant to this Section 5.02 involves a Public Offering (other than in the case of a Public Offering requested by the LLC or any of its Permitted Transferees or the Other Stockholders in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the securities proposed to be registered by the Company are as would not cause the offering to be disposed of in an underwritten public offering.exceed the Maximum Offering Size; (bii) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringsecond, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof LLC and its Permitted Transferees or any Other Stockholder pursuant to this section 2.3Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such holders Stockholders on the basis of the relative number of shares of Common Stock proposed Registrable Securities so requested to be registered by included in such holders, and (iii) third, all other securities proposed to be registeredregistration).

Incidental Registration. (ai) At any time after the Effectiveness Date, If the Company at any time proposes to register or sell any of its equity Common Shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Common Shares (the “Priority Securities”) under the Securities Act (other than a registration (A) relating to shares issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company, (B) in connection with any scheme of arrangement, merger or consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of the shares or substantially all the assets of any other Person, or (C) pursuant to section 2.2 Section 3(a) hereof) in a manner that would permit registration of Registrable Securities for sale, or on Form ▇-▇the sale in a takedown, ▇▇▇▇ ▇-▇ or any successor forms thereto), to the public under the Securities Act (whether or not for sale for its own account)), including in an initial public offering, it will shall each such time time, subject to the provisions of Section 3(b)(ii) hereof, give prompt written notice to all holders of record of Registrable Securities of its intention to do soso and of such Shareholders’ rights under this Section 3(b), which notice shall be given to all such holders at least 30 10 days (or two Business Days, in the case of a takedown from an effective shelf registration statement) prior to the anticipated filing date of the registration statement relating to Such registration or the offering date in the case of a takedown. Such notice shall offer all such Shareholders the opportunity to include in such registration is proposed to be consummated, and, upon statement or in such takedown such number of Registrable Securities as each such Shareholder may request. Upon the written request of any such holder Shareholder made within 15 seven days (or two Business Days in the case of a takedown) after the receipt of any such the Company’s notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofShareholder), the Company will shall use all 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 Shareholders thereof or to include requested Registrable Securities in a takedown; provided, however, that (A) all holders thereof, of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected by the Company on substantially the same terms and conditions as the equity securities of apply to the Company or, if such offering is for the account of (other shareholders, the equity securities included therein, than provisions relating to the extent required to permit the disposition indemnification of underwriters or Shareholders), and (in accordance with the intended methods thereof as aforesaidB) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any securities Priority Securities or to proceed with a takedown and prior to the effective date of the registration statement filed in connection with such registration or prior to the execution of an underwriting agreement in connection with a takedown, the Company shall determine for any reason not to register or sell such Priority Securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration or to include requested Registrable Securities in a takedown (without prejudice, however, to rights of Shareholders under Section 3(a) hereof). The failure of any holder of Registrable Securities to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. 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, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration or takedown effected under this section 2.3 Section 3(b) shall relieve the Company from of its obligation obligations to effect registrations a registration or takedown upon request under section 2.2 Section 3(a) hereof. The Company shall pay all Registration Expenses in connection with each registration or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a takedown of Registrable Securities requested registration pursuant to this section 2.3 involves an underwritten offeringSection 3(b). However, each Shareholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the managing underwriter shall advise the Company in writing (with a copy to each holder sale or disposition of such Shareholder’s Registrable Securities requesting registration) that, in its opinion, the number of securities requested pursuant to be included in such a registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof statement or takedown effected pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredSection 3(b).

Incidental Registration. (a) At any time From and after the Effectiveness Closing Date, If if the Company at any time proposes proposes, other than pursuant to Section 2 or 3, to file a Registration Statement under the Securities Act to register any of its common equity securities for public sale under the Securities Act (other than pursuant whether proposed to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not be offered for sale for its own accountby the Company or by any other Person), it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to all holders of Registrable Securities the Holders of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, and upon the written request of any such holder made Holder delivered to the Company within 15 days ten Business Days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will use all reasonable efforts shall, subject to effect the registration under the Securities Act other provisions of this Section 4, include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition Holders. (in accordance with the intended methods thereof as aforesaidb) of the Registrable Securities so to be registered, PROVIDED that if, 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 any Registration Statement described in connection with such registrationsubsection (a), the Company shall in good faith determine for any reason not to register proceed with such securitiesregistration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register any such Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the The Company from its obligation will not be required to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration of Registrable Securities pursuant to this section 2.3 involves Section in connection with an underwritten offering, and offering of securities for the managing underwriter shall advise account of the Company if the Company shall have been advised in writing (with a copy to each holder the Holders requesting registration) by a nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities requesting registration) that, in its opinion, the number and of any other securities requested to be included in such registration exceeds by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the number which can be securities being sold by the Company in such offering within a commercially reasonable or adversely affect the price range (such writing to state the basis of such opinion and securities; but if the approximate number inclusion of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent less than all of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant Holders and other securities requested to this section 2.3be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata among such holders on in accordance with the basis of proportion that the number of shares of Common Stock proposed to be registered included in such registration by such holders, and (iii) third, all other securities Holders bears to the number of shares proposed to be registeredincluded in such registration by Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to the registration of any of its securities on Form S-4 or S-8 or in connection with dividend reinvestment plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time (other than pursuant to Section 2.3 or Section 2.5) proposes to register any of its equity securities under the Securities Act or Canadian Securities Laws (other than pursuant as applicable) for sale to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to Registration Statements not available for registering the Restricted Shares for sale to the public or in connection with a Rule 145 transaction), it will including in the Company’s Initial Public Offering, each such time it will give prompt written notice to all holders of Registrable Securities Investors of its intention so to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon do. Upon the written request of any such holder made Investor, received by the Company within 15 thirty (30) days after the receipt giving of any such notice (which request shall specify by the Registrable Securities intended Company, to be disposed register any of by such holder and the intended method of disposition thereof)its Restricted Shares, the Company will use all reasonable best efforts to effect cause the Restricted Shares as to which registration under the Securities Act of all Registrable Securities which the Company has shall have been so requested to register be included in the securities to be covered by the holders thereofRegistration Statement proposed to be filed by the Company, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, all to the extent required requisite to permit the sale or other disposition (in accordance with by the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice holder of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register Restricted Shares so registered. In the event that any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves Section 2.4 shall be, in whole or in part, an underwritten offeringpublic offering of Common Shares, and the managing underwriter shall advise determines in good faith that the Company in writing (with a copy inclusion of all shares requested to each holder of Registrable Securities requesting registration) that, in its opinionbe registered would adversely affect the offering, the number of securities requested shares that may be included in the underwriting shall be allocated (i) first, to the Company and (ii) second, to the Investors requesting to register shares in such underwritten public offering on a pro rata basis based on the total number of Restricted Shares held by the Investors requesting to register shares in such underwritten public offering; and third, to any other stockholder of the Company on a pro-rata basis; provided, however, that in no event may less than twenty percent (20%) of the total number of Common Shares to be included in such registration exceeds underwriting, other than the number which can Company’s Initial Public Offering, be sold in such offering within a commercially reasonable price range (such writing to state made available for Restricted Shares. Notwithstanding the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)foregoing provisions, the Company will include may withdraw any Registration Statement referred to in such registration, this Section 2.4 without thereby incurring any liability to the extent holders of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredRestricted Shares.

Incidental Registration. (a) At any time after the Effectiveness Rights Effective Date until two (2) years following the Rights Effective Date, If subject to the terms and conditions hereof, if the Company at any time proposes to register any of its equity securities of the Company (whether proposed to be offered for sale by the Company or by any other Person (other than the Holders)) (collectively, “Other Securities”) for public sale under the Securities Act (other than pursuant to section 2.2 or a registration by the Company (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or any successor forms form thereto), whether (ii) on Form S-8 or any successor form thereto, (iii) pursuant to Section 2 or (iv) on a form or in a manner which would not permit registration of Registrable Securities for sale for its own accountto the public under the Securities Act), it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to all holders of Registrable Securities Holders of its intention to do soso (such notice, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummatedan “Incidental Notice”), and, and upon the written request of any such holder made Holders delivered to the Company within 15 days ten (10) Business Days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), Holders) the Company will will, subject to the terms and conditions hereof, use all its commercially reasonable efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolders (a “Piggyback Registration”); provided, on the same terms and conditions as the equity securities of the Company orhowever, if such offering is for the account of other shareholders, the equity securities that: (i) any Holder who has included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so in a registration under Section 2 that was declared effective within the ninety (90) calendar days immediately preceding the receipt of such Incidental Notice shall not be permitted to be registered, PROVIDED that request the inclusion of any Registrable Securities in such Piggyback Registration; (ii) if, at any time after giving written notice of its intention to register any securities an Incidental Notice 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 such securitiesOther Securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, Holders within five (5) Business Days thereof and thereupon the Company shall be relieved of its obligation to register any such Registrable Securities in connection with the registration of such registrationOther Securities, without prejudice, however, to the rights (to the extent applicable and subject to the terms and conditions hereof) of any holder or holders of Registrable Securities Holders to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding Section 2; (iii) in connection with any Underwritten Offering, the foregoing, Company will not be required to effect any registration of Registrable Securities pursuant to this Section 3 if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect been advised by the managing underwriter for the offering selected by the Company that, in such firm’s opinion, a registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Other Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested sought to be included in such registration exceeds Piggyback Registration may interfere with an orderly sale and distribution of the number which can be securities being sold in such offering within a commercially reasonable price range (such writing to state or would adversely affect the basis success thereof; provided, however, that if an offering of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent some but not all of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof Holders and Other Securities sought to be included in such registration (other than pursuant to this section 2.3so-called “piggyback” or other incidental or participation registration rights) would not have such adverse effect in the opinion of such firm, then the Company will include in such offering: first, the Other Securities to be registered for the Company’s account, second, the Registrable Securities requested to be registered by the Holders pursuant to Section 3, as well as all other Third Party Securities requested to be registered by third party stockholders under Other Registration Rights Agreements, allocated pro rata among such holders the Registrable Securities and Third Party Securities based on the basis of the number of shares of Common Stock Registrable Securities and Third Party Securities proposed to be registered in such registration by the Holders and such holdersthird party stockholders, as applicable, and (iii) third, all other securities proposed Other Securities requested to be registeredincluded in such registration; and (iv) the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section 3 incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (b) In connection with any Underwritten Offering under this Section 3, the Company shall not be required to include the Registrable Securities of a Holder unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (c) No registration of Registrable Securities effected under this Section 3 shall relieve the Company of its obligations (if any) to effect registrations of Registrable Securities pursuant to Section 2.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity voting securities ("Other Securities") for public sale under the Securities Act (other than pursuant to section 2.2 or Act, on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not a form and in a manner which would permit registration of Registrable Securities for sale for its own accountto the public under the Securities Act, it will each such time give prompt written notice to all holders of Registrable Securities each Holder of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, and upon the written request of any such holder made a Holder delivered to the Company within 15 days fifteen Business Days after the receipt giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), ) the Company will use all reasonable its best efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included thereinHolder, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED that provided that: (a) if, at any time after giving such written notice of its intention to register any securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall managing underwriters of such offering or offerings determine for any reason not that the aggregate amount of shares to register be registered by the Holders of the Registrable Securities could materially and adversely affect such securitiesoffering, then the Company may, at its election, give written notice of such determination to each holder may reduce the number of Registrable Securities andof such Holders to be included in such offering; provided, thereupon, shall that such Holders will be relieved of its obligation entitled to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders maximum number of Registrable Securities Securities, together with those shares of Common Stock held by any other person exercising registration rights, which the underwriters deem advisable and the Company will allocate the number of Registrable Shares to request that be registered for each such registration Holder on a pro rata basis in accordance with the number of shares each Holder initially requested to be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, sold; (b) the Company shall have no obligation not be required to effect the any registration of Registrable Securities under this section 2.3 unless Section 5.3 incidental to the registration of any of its securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringconnection with mergers, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one acquisitions, exchange offers, dividend reinvestment plans or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities.stock option or other employee benefit plans; and (c) Holder, cumulatively, shall have the right to exercise registration rights pursuant to this Section 5.3 without limit during the term hereof. No registration of Registrable Securities effected under this section 2.3 Section 5.3 shall relieve the Company from of its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredSection 5.2.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities Shares under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto)for Sale in a Public Offering, whether or not for sale for its own account, it will each on a form and in a manner that would permit registration of Oxy Shares under the Securities Act for Sale in such time Public Offering, the Company shall give prompt written notice to all holders of Registrable Securities Oxy Shares of its intention to do so, which notice shall be given to all specifying the form and manner and the other relevant facts involved in such holders at least 30 days prior to proposed registration (including, without limitations the date such registration is proposed to be consummated, and, upon identity of the managing underwriter). Upon the written request of any holder of Oxy Shares delivered to the Company within ten days after such notice shall have been given to such holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities number of Oxy Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company will shall use all its commercially reasonable efforts to effect the registration under the Securities Act Act, as expeditiously as is reasonable, of all Registrable Securities which Oxy Shares that the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included thereinOxy Shares, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) Sale of the Registrable Securities so Oxy Shares to be registeredso registered in such Public Offering; provided, PROVIDED that however, that: (a) if, at any time after giving such written notice of its intention to register any securities of such Shares proposed to be registered by the Company and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesShares, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, Oxy Shares that has requested to register Oxy Shares and thereupon the Company shall be relieved of its obligation to register any Registrable Securities Oxy Shares in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering.; (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter of such Public Offering shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionjudgment, the number of securities requested Shares proposed to be included in such Public Offering should be limited because the inclusion of Oxy Shares is likely to adversely impact the purchase price obtained for the Shares initially proposed to be included in such Public Offering by the Company (whether or not for its own account), then the Company shall promptly advise each holder of such Oxy Shares thereof and may require, by written notice to each such holder accompanying such advice, that, to the extent necessary to meet such limitation, the number of Oxy Shares to be included in such registration exceeds the number which can shall be sold reduced, and all holders of Oxy Shares proposing to sell Shares in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included Public Offering shall share pro rata in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can Shares to be sold in excluded from such offering, such sharing to be based on the respective numbers of Shares as to which they have requested registration; and (ic) first, securities that the Company proposes shall not be obligated to issue and sell for effect any registration of Oxy Shares under this Section 4.02 that is incidental to the registration of any of its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all Shares or other securities proposed to be registeredin connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option, stock purchase, savings or other employee benefit plan.

Incidental Registration. (a) At If, at any time after the Effectiveness DateCompany has completed an IPO, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 or Section 5.1) any of its authorized but unissued Common Shares under the 1933 Act on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not a form and in a manner that would permit registration of Registrable Shares for sale for its own accountto the public under the 1933 Act, it will each such time give prompt written notice to all holders of Registrable Securities Shares of its intention to do so, which notice shall be given to all describing such holders at least 30 days prior to securities and specifying the date form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration is proposed to will be consummated, in connection with an underwritten offering of its Common Stock and, upon if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting). Upon the written request of any such holder made of Registrable Shares delivered to the Company within 15 days 20 Business Days after the receipt of any such notice shall have been given to such holder (which request shall specify the Registrable Securities Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use all reasonable its best efforts to effect the registration under the Securities Act 1933 Act, as expeditiously as is reasonable, of all Registrable Securities which Shares that the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included thereinRegistrable Shares, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Shares so to be registered; provided, PROVIDED that however, that: (i) if, at any time after giving such written notice of its intention to register any of such 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, Shares that has requested to register Registrable Shares and thereupon the Company shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith to the extent provided in Section 5.3(b)), without prejudice, however, to the rights of any holder one or more holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, Section 5.1; (ii) if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect (A) the registration of Registrable Securities under this section 2.3 unless the securities so proposed to be registered by the Company are involves an underwritten offering of the securities so to be disposed of in an underwritten public offering. (b) If the securities proposed registered, to be registered distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering selected by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionjudgment, the number of securities proposed to be included in such offering by the Company (for purposes of this Section 5.3(a), "Company Securities") and the number of shares of Registrable Shares held by all Securityholders proposed to be included in such offering by the holder or holders thereof should be limited, then the Company will promptly advise each such holder of Registrable Shares thereof and the number of Shares proposed to be included in such registration shall be included in the following order of priority: (i) first, the Company Securities; (ii) second, the Registrable Shares requested to be included in such registration exceeds that are held by the Securityholders (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number which can of Registrable Shares owned by each such holder); and (iii) third, any other Registrable Shares. (iii) the Company shall not be sold obligated to effect any registration of Registrable Shares under this Section 5.3 that is incidental to the registration of any of its securities in such offering within a commercially reasonable price range connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan. (such b) No registration of Registrable Shares effected under this Section 5.3 shall relieve the Company of its obligation to effect registrations of Registrable Shares upon the request of one or more holders pursuant to Section 5.1. (c) The Company will pay all Registration Expenses in connection with each registration of Registrable Shares effected by it pursuant to this Section 5.3. (d) In the event that the managing underwriter advises the Securityholders requesting the registration of Registrable Shares pursuant to Section this 5.3 in writing to state that in its judgment, the basis of such opinion and the approximate number of shares of securities which may Registrable Shares proposed to be included in such offering without such effect)by the holder or holders thereof should be limited, the Company will include in such registration, managing underwriter (subject to the extent allocation priority set forth in Section 5.3(a)) may: i. in the case of an IPO, exclude some or all Registrable Shares from such Registration and underwriting; and ii. in the case of any subsequent registered public offering of the number of securities which the Company is so advised can be sold in such offeringCompany's securities, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of limit the number of shares of Common Stock proposed Registrable Shares to be registered by included in such holders, registration and underwriting to not less than twenty-five percent (iii25%) third, all other of the securities proposed to be registeredincluded in such registration (based on aggregate market values).

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes or is required to register any shares of its equity securities Common Stock under the Securities Act (other than pursuant to section 2.2 in connection with a business acquisition or on Form ▇-▇, ▇▇▇▇ ▇-▇ combination or any successor forms theretoan employee benefit plan), whether in connection with a primary or not for sale for its own accountsecondary offering, it will each such time the Company shall give prompt written notice to all holders each holder of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 20 days prior to the date initial filing of such registration is proposed Registration Statement with the SEC of the Company’s intent to be consummated, and, upon file such Registration Statement and of such holder’s rights under this Section 5B. Upon the written request of any such holder of Registrable Securities made within 15 10 days after the receipt of any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofholder), the Company will shall use all its reasonable best efforts to effect the registration (an “Incidental Registration”) under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof; provided, on the same terms and conditions as the equity securities of the Company orhowever, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 Registration Statement filed in connection with such registrationIncidental 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 holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5B in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith), and (ii) in the case of a determination to delay registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation be permitted to effect the registration of delay registering any Registrable Securities under this section 2.3 unless Section 5B during the period that the registration of such other securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringis delayed. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one sole or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise of an Incidental Registration advises the Company in writing (with a copy to each holder that in its opinion the number of Registrable Securities requesting registration) that, in its opinion, the number of and other securities requested to be included in such registration exceeds the number of Registrable Securities and other securities which can be sold in such offering within a commercially reasonable without adversely affecting the distribution of the securities being offered, the price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may that will be included paid in such offering without or the marketability of such effect)securities, then the Company will shall include in such registration, to Incidental Registration the extent Registrable Securities and other securities of the number Company in the following order of securities which the Company is so advised can be sold in such offering, priority: (i) first, the greatest number of securities of the Company proposed to be included in such registration by the Company for its own account, which in the opinion of such underwriters can be so sold; (ii) second, after all of the securities that the Company proposes to issue and sell for its own accountregister, (ii) second, the greatest number of Registrable Securities proposed to be registered by Securityholders which in the opinion of such underwriters can be so sold, such amount to be allocated ratably among the Securityholders based on the amount of Registrable Securities held by each such Securityholder (or, if any Securityholder does not request to include its ratable share, such excess shall be allocated ratably among those Securityholders requesting to include more than their allocable share); and (iii) third, after all securities that the Company and Securityholders propose to register, the greatest number of securities held by Persons with Other Registration Rights requested to be registered by the holders thereof pursuant which in the opinion of such underwriters can be so sold, such amount to this section 2.3, pro rata be allocated ratably among such the respective holders thereof based on the basis amount of the number of shares of Common Stock proposed securities held by each such holder (or, if any holder does not request to include its ratable share, such excess shall be registered by such holders, and (iii) third, all other securities proposed allocated ratably among those holders requesting to be registeredinclude more than their allocable share).

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its equity securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than pursuant except with respect to section 2.2 or registration statements on Form Forms ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoanother form not available for registering the Restricted Stock for sale to the public), whether or not for sale for its own account, it will each such time it will give prompt written notice to all holders of Registrable Securities outstanding Restricted Stock of its intention so to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon do. Upon the written request of any such holder made holder, received by the Company within 15 30 days after the receipt giving of any such notice (which request shall specify by the Registrable Securities intended Company, to be disposed register any of by such holder and the intended method of disposition thereof)its Restricted Stock, the Company will use all reasonable its best efforts to effect cause the Restricted Stock as to which registration under the Securities Act of all Registrable Securities which the Company has shall have been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such the securities to be covered by the registration exceeds statement proposed to be filed by the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)Company, the Company will include in such registration, all to the extent of requisite to permit the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered sale or other disposition by the holders thereof holder of such Restricted Stock so registered. In the event that any registration pursuant to this section 2.3Section 5 shall be, pro rata among such holders on the basis in whole or in part, an underwritten public offering of Common Shares, the number of shares of Common Restricted Stock proposed to be registered included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, PROVIDED, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and (iii) thirdPROVIDED, all other securities proposed FURTHER, HOWEVER, that in no event may less than one-third of the total number of shares of Common Shares to be registeredincluded in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to section 2.2 Section 1.1 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretopursuant to a Special Registration), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all so and of such holders at least 30 days prior to the date such registration is proposed to be consummated, holders' rights under this Section and, upon the written request of any such holder made of Registrable Securities given to the Company within 15 30 days after the receipt of Company has given any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use all reasonable 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 holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED provided that: (a) if such registration shall be in connection with the Underwritten Public Offering of the Common Stock, the Company shall not include any Registrable Securities in such proposed registration if the Board shall have deter mined, after consultation with the managing underwriters for such offering, that it is not in the best interests of the Company to include any Registrable Securities in such registration, provided that, if the Board makes such a determination, the Company shall not include in such registration any securities not being sold for the account of the Company; (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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities or other securities that was previously notified of such registration and, thereupon, shall be relieved of its obligation to not register any Registrable Securities in connection with such registrationregistration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such a registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities.Section 1.1; (c) No registration effected under this section 2.3 shall relieve if the Company from its obligation to effect registrations upon request under section 2.2 or to effect shall be advised in writing by the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. managing underwriters (dor, in connection with an offering which is not underwritten, by an investment banker) If a requested registration pursuant to this section 2.3 involves an underwritten offering, (and the managing underwriter Company shall so advise the Company in writing (with a copy to each holder of Registrable Securities requesting registrationregistration of such advice) that, that in their or its opinion, opinion the number of securities requested to be included in such registration (whether by the Company, pursuant to this Section 1.2 or pursuant to any other rights granted by the Company to a holder or holders of its securities to request or demand such registration or inclusion of any such securities in any such registration) exceeds the number of such securities which can be sold in such offering within a commercially reasonable price range offering, (i) the Company shall include in such writing registration the number (if any) of Registrable Securities so requested to state be included which in the basis opinion of such opinion underwriters or investment banker, as the case may be, can be sold and shall not include in such registration any securities (other than securities being sold by the approximate number of shares of securities Company, which may be shall have priority in being included in such offering without such effect), the Company will include in such registration, ) so requested to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, included other than Registrable Securities unless all Registrable Securities requested to be registered by so included are included therein, and (ii) if in the opinion of such underwriters or investment banker, as the case may be, some but not all of the Registrable Securities may be so included, all holders thereof pursuant of Registrable Securities requested to this section 2.3, be included therein shall share pro rata among in the number of Registrable Securities included in such holders Underwritten Public Offering on the basis of the number of shares of Common Stock proposed Registrable Securities requested to be registered included therein by such holders, and (iii) thirdprovided that, all in the case of a registration initially requested or demanded by a holder or holders of securities other securities proposed to be registered.than Registrable Securities, the holders of the Registrable Securities

Incidental Registration. (a) At any time after the Effectiveness DateUntil all securities subject to this Agreement have ceased to be Registrable Securities, If if the Company proposes, at any time proposes and from time to time, to register any of its equity securities of the Company other than Registrable Securities (collectively, “Other Securities”) for public sale under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not in a manner which would permit registration of Registrable Securities for sale for its own accountto the public under the Securities Act, it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to all holders of Registrable Securities the Holders of its intention to do soso promptly, which notice shall be given to all such holders at least 30 but in no event less than twenty (20) days prior to before the date such registration is proposed to be consummatedanticipated filing date, and, and upon the written request of any such holder made Holder delivered to the Company within 15 days ten (10) Business Days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), Holder) the Company will use all commercially reasonable efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolders; provided, on the same terms and conditions as the equity securities of the Company orhowever, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition that: (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving such written notice of its intention to register any securities Other 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 such securitiesOther Securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register any such Registrable Securities in connection with the registration of such registrationOther Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Article 11), without prejudice, however, to the rights of any holder or holders of Registrable Securities the Holders to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding Article 2; (ii) the foregoing, Company will not be required to effect any registration of Registrable Securities pursuant to this Article 3 if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company advised in writing (with a copy to each holder of Registrable Securities the Holders requesting registration) by a nationally recognized investment banking firm (which may be the managing underwriter for the offering) that, in its such firm’s opinion, the number of securities requested Registrable Securities and Other Securities proposed to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)interfering with an orderly sale and distribution or materially and adversely affecting the offering price; provided, the Company will include in such registrationhowever, to the extent that if an offering of some but not all of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue Registrable Securities and sell for its own account, (ii) second, Registrable Other Securities requested to be registered by the holders thereof Holders and all other Persons having rights to include securities held by them in such registration would not adversely affect the distribution or price of the securities to be sold in the offering in the opinion of such firm or are included in such offering notwithstanding any such opinion, then the Company will include in such offering: (x) first, any Other Securities to be issued or sold by the Company, (y) second, the Registrable Securities requested to be registered pursuant to this section 2.3Article 3, pro rata among such holders on the basis of one hand, and the number of shares of Common Stock proposed Other Securities requested to be registered by other stockholders having similar registration rights as of the date of this Agreement, on the other hand, allocated pro rata based on the relative number of Registrable Securities then held by such holdersHolder and Other Securities then held by such other stockholders eligible to be sold in such offering; provided, that any such amount thereby allocated to any such Holder or other stockholder that exceeds the request by such Holder or other stockholder shall be reallocated among the remaining requesting Holders and other stockholders in like manner and (iiiz) third, all other securities proposed requested to be registeredincluded in such registration; and (iii) the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article 3 incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (b) In connection with any underwritten shelf takedown (whether pursuant to the exercise of demand rights pursuant to Article 2 or at the initiative of the Company), the Holders may exercise piggyback rights to have included in such takedown shares of Common Stock held by them that are registered on such shelf registration statement on Form S-3 (or any successor form thereto). (c) No registration of Registrable Securities effected under this Article 3 shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Article 2.

Incidental Registration. (a) At any Each time after Harmony shall determine to proceed with the Effectiveness Date, If the Company at any time proposes to register any actual preparation and filing of its equity securities a registration statement under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ in connection with the proposed offer and sale for money of any of its Common Stock by it or any successor forms thereto)of its security holders, whether or not for sale for its own account, it Harmony will each such time give prompt written notice of its determination to all holders Holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon Securities. Upon the written request of a Holder of any such holder made Securities given within 15 fifteen (15) days after the receipt of any such notice (from Harmony, Harmony will, except as herein provided, cause all such Securities, the Holders of which request shall specify the Registrable Securities intended have so requested registration thereof, to be disposed included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Securities to be so registered; provided, however, that (i) nothing herein shall prevent Harmony from, at any time, abandoning or delaying any such registration initiated by such holder it; and the intended method of disposition thereof), the Company will use all reasonable efforts (ii) if Harmony determines not to effect proceed with a registration after the registration under statement has been filed with the Commission and Harmony's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by Harmony, Harmony shall promptly complete the registration for the benefit of those Holders who wish to proceed with a public offering of their Securities and who bear all expenses in excess of $20,000 incurred by Harmony as the result of such registration after Harmony has decided not to proceed. If any registration pursuant to this Section 1.2 shall be underwritten in whole or in part, Harmony may require that the Securities Act of all Registrable Securities which requested for inclusion pursuant to this Section 1.2 be included in the Company has been so requested to register by the holders thereof, underwriting on the same terms and conditions as the equity securities otherwise being sold through the underwriters. If in the good faith judgment of the Company or, if managing underwriter of such public offering is the inclusion of all of the Securities originally covered by a request for registration would reduce the account number of other shareholdersshares to be offered by Harmony or interfere with the successful marketing of the shares offered by Harmony, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) number of the Registrable Securities so otherwise to be registeredincluded in the underwritten public offering may be ratably reduced among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by Harmony or the managing underwriter may exclude all of such Securities from the underwritten public offering. Those Securities which are thus excluded from the underwritten public offering shall be withheld from the market by the Holders thereof for a period, 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 such securitiesexceed ninety (90) days, which the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities managing underwriter reasonably determines is necessary in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation order to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 or a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or any successor forms theretoS-8), whether or not for sale for its own accountaccount (and including any registration pursuant to a request or demand right of any other Person), it then the Company will each such time give prompt written notice thereof to all holders the Shareholders of their rights under this Section 2.1, at least 15 Business Days prior to the anticipated filing date of such registration statement. Such notice shall offer the Shareholders the opportunity to include in such registration statement such number of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon as each Shareholder may request. Upon the written request of any such holder Shareholder made within 15 days Business Days after the receipt of any such notice (from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Shareholder in such offering, the Company will use all its reasonable best efforts to effect the registration under the Securities Act Act, as expeditiously as is possible, of all the Registrable Securities which the Company has been so requested to register by the holders thereofShareholders, on subject to Section 2.1(b); provided, that until the same terms and conditions six-month anniversary of the Initial Public Offering (or such shorter period as the equity securities underwriters for such Initial Public Offering shall require of either the Blackstone Entities or BACI), BACI shall not be permitted to include any Registrable Securities in such registration unless any of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Blackstone Entities include any Registrable Securities so to be registeredin such registration; provided, PROVIDED further, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to register such securitiesproceed with the proposed registration, the Company may, may at its election, election (or the election of such Initiating Holder(s) as applicable) give written notice of such determination to each holder of Registrable Securities and, thereupon, the Shareholders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no (but not from its obligation to effect pay the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of Registration Expenses incurred in an underwritten public offeringconnection therewith). (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 Section 2.1 involves an underwritten offering, offering and the managing underwriter shall advise advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities which the Company and the holders of the Registrable Securities and any other Persons intend to include in such registration exceeds the maximum number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration such maximum number of securities as follows: (i) if such registration has been initiated by a Demand Party, then in the manner provided in Section 2.2(b); or (ii) if such registration has been initiated by the Company, then (A) first, all of the securities the Company proposes to sell for its own account, if any; and (B) second, such number of Registrable Securities requested to be included in such registration exceeds by the number which can be sold in Shareholders and such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares securities of securities which may the Company requested to be included in such offering without such effectregistration by any other holders of securities of the Company (including any Employee Stockholders) having equivalent rights under similar agreements (including the Employee Stockholders’ Agreement), which, in the Company will include in opinion of such registrationmanaging underwriter can be sold without having the adverse effect described above, to the extent of the which number of securities which the Company is so advised can shall be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, allocated pro rata among such Shareholders and such other holders on the basis of the relative number of shares Registrable Securities then held by each such Shareholder and the number of Common Stock proposed securities subject to be registered such equivalent rights held by such other holders; provided, that any such amount thereby allocated to each such Shareholder or such other holder of such securities that exceeds such Shareholder’s or such other holder’s request shall be reallocated among the Shareholders and such other holders in like manner, as applicable. (iiic) third, The Company will pay all other securities proposed Registration Expenses in connection with each registration of Registrable Securities pursuant to be registeredthis Section 2.1.

Incidental Registration. (a) At any Each time after the Effectiveness Date, If the Company at any time proposes shall determine to register any proceed with the actual preparation and filing of its equity securities a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders (other than a registration statement on a form that does not permit the inclusion of shares by its security holders, but including a registration statement being prepaid and filed at the request of holders of Registrable Securities pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoSection 1.1 hereof), whether or not for sale for its own account, it the Company will each such time give prompt written notice of its determination to all holders of Registrable Securities of its intention to do so, which notice shall be given to all (other than any such holders at least 30 days prior who have been afforded the opportunity to include all of their Registrable Securities in such registration statement pursuant to the date such exercise of demand registration is proposed to be consummated, and, upon rights under Section 1.1 hereof). Upon the written request of a holder of any such holder made Registrable Securities given within 15 30 days after the receipt of any such notice (from the Company, the Company will, except as hereinafter provided, cause all such Registrable Securities, the holders of which request shall specify have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities intended to be disposed of so registered; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by such holder it; provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the SEC and the intended method Company's decision not to proceed is primarily based upon the anticipated public offering price of disposition thereof)the securities to be sold by the Company, the Company will use all reasonable efforts to effect shall promptly complete the registration under for the Securities Act benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all Registrable Securities which expenses in excess of $40,000 incurred by the Company as the result of such registration after the Company has been so decided not to proceed. (b) If any registration pursuant to this Section 1.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to register by this Section 1.2 be included in the holders thereof, underwriting on the same terms and conditions as the equity securities otherwise being sold through the underwriters. (c) If an offering covered by a request for registration under this Section 1.2 is underwritten in whole or in part and the managing underwriter of such offering furnishes a written opinion that the total number of securities proposed to be sold in such offering exceeds the maximum number of securities (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without materially and adversely affecting such offering, then the number of securities to be sold by each prospective seller (including the Company) in the offering shall be reduced as follows: first, the number of securities proposed to be registered by persons other than the Company orhaving no registration rights shall be reduced, pro rata, to zero, if such offering is for the account of other shareholdersnecessary; second, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) number of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are (if the Company is not the initiator of the registration) shall be reduced to zero, if necessary; third, the number of Registrable Securities and other securities having similar incidental registration rights proposed to be disposed registered pursuant to this Section 1.2 or pursuant to the exercise of in an underwritten public offering. (b) If such similar registration rights shall be reduced, pro rata, to zero, if necessary; and fourth, the number of securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice (if the Company is the initiator of the Company's intention to register registration) or by any other persons requesting such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise exercise of demand registration rights (if the Company in writing (with a copy to each holder is not the initiator of the registration), including without limitation holders of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, pursuant to the extent exercise of the number of securities which the Company is so advised can demand registration rights under Section 1.1 hereof, shall be sold in such offeringreduced, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, pro rata. Those Registrable Securities requested to which are thus excluded from the underwritten public offering shall be registered withheld from the market by the holders thereof pursuant for a period, not to this section 2.3exceed 90 days, pro rata among such holders on which the basis of managing underwriter reasonably determines is necessary in order to effect the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredunderwritten public offering.

Incidental Registration. (ai) At any time after the Effectiveness Date, Right to Include Registrable Securities. If the Company at any time the Company proposes to register any of its equity securities Related Securities under the Securities Act (other than (A) any registration of public sales or distributions solely by and for the account of the Company of securities issued (x) pursuant to section 2.2 any employee benefit or on Form ▇-▇similar plan, ▇▇▇▇ ▇-▇ including employee stock and stock option plus, or any successor forms theretodividend reinvestment plan or (y) in any acquisition by the Company or (B) pursuant to Section 2(a) hereof), whether either in connection with a primary offering for cash for the account of the Company or not for sale for its own accounta secondary offering or a combination thereof, the Company will, each time it will each intends to effect such time a registration, give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders the Holder at least 30 ten (10) business days prior to the date initial filing of a Registration Statement with the SEC pertaining thereto, informing the Holder of its intent to file such Registration Statement and of the Holder's rights to request the registration is proposed to be consummated, and, upon of the Registrable Securities held by the Holder under this Section 2(b) (the "Company Notice"). Upon the written request of the Holder made within seven (7) business days after any such holder made within 15 days after the receipt of any such notice Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder and the Holder and, unless the applicable registration is intended to effect a primary offering of Class A Common Stock for cash for the account of the Company, the intended method of disposition distribution thereof), the Company will use all 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 holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, Holder to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof as aforesaidor, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be registered, PROVIDED including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental 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 holder of Registrable Securities the Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (B) in the case of a determination to delay such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation be permitted to effect the delay registration of any Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. The registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, rights granted pursuant to the extent provisions of this Section 2(b) shall be in addition to the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof registration rights granted pursuant to the other provisions of this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredSection 2.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company shall at any time proposes propose to register any file a registration statement under the Securities Act for an offering of its equity securities Common Stock of the Company for cash (other than an offering relating to (i) a business combination that is to be filed on Form S-4 under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms form thereto) or (ii) an employee benefit plan or (iii) securities of the Company convertible into Common Stock where no separate consideration is received by the Company for such Common Stock), whether or not for sale for its own account, it will each such time give the Company shall provide prompt written notice of such proposal to all holders Holders of Registrable Securities of its intention to do so, which notice so and of such Holders' rights under this Section 3 and shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use all its reasonable efforts to effect the registration under the Securities Act include such number or amount of all Registrable Securities in such registration statement, which the Company has been so requested to register by the holders Holders thereof, on the same terms and conditions as the equity securities of which request shall be made to the Company orwithin 10 business days after the Holder receives notice from the Company of such proposed registration; PROVIDED, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition that (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company but not from its obligation to effect registrations upon request under section 2.2 or pay the registration expenses referred to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. in Section 5 incurred in connection therewith), and (dii) If a requested if such registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder all Holders of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing differences, including any with respect to state the basis of such opinion indemnification and the approximate number of shares of securities which liability insurance, as may be customary or appropriate in combined primary and secondary offerings. The Holders shall have the right to revoke their election to have their shares included in such offering without such effect), the Company will include in such registration, registration at any time prior to the extent filing of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredregistration statement.

Incidental Registration. (a) At any time If, after the Effectiveness Datean IPO, If the Company at any time proposes to register any of its equity securities Common Stock under the Securities Act in connection with a public offering of such securities solely for cash (other than pursuant to section 2.2 by a registration in connection with an acquisition or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoin a manner which would not permit registration of Restricted Securities), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Restricted Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon holders' rights under this Section 3.1. Upon the written request of any such holder made received by the Company within 15 days after the receipt of any such notice (which request shall specify the Registrable Restricted Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use all reasonable its best efforts to effect the registration under the Securities Act of all Registrable Restricted Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Restricted Securities so to be so registered, by inclusion of such Restricted Securities in the registration statement which covers the securities which the Company proposes to register, PROVIDED that ifthat, if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities andRestricted Securities, thereuponand thereupon the Company (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Restricted Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses therewith) and (ii) in the case of a determination to delay registering, without prejudiceshall be permitted to delay registering Restricted Securities, however, to for the rights of any holder or holders of Registrable Securities to request that same period as the delay in registering such registration be effected as a registration upon request under section 2.2other securities. Notwithstanding the foregoing, during the first two years following an IPO (or, in the case of a Qualified Stockholder, at any time if the Initial Shelf Registration circumstances of the proposed registration or the sale of securities contemplated thereby gives rise to a Special Distribution Event under a Deferred Compensation Agreement to which such Qualified Stockholder is a party), Restricted Securities held by an Employee Stockholder shall not be eligible for incidental registration rights hereunder and shall not be includible in any Subsequent Shelf Registration is then such registration statement unless Voteco, Colony or their respective Affiliates are also including Restricted Securities in effectsuch registration statement. In the event that during the first two years following an IPO, the Company shall have no obligation Voteco, Colony or their respective Affiliates are including Restricted Securities in a registration statement to effect the which incidental registration of Registrable Securities rights under this section 2.3 unless Section 3.1 otherwise apply, then each Employee Stockholder shall be entitled to incidental registration rights hereunder only with respect to that number of Restricted Securities bearing the securities proposed same proportion to all of his Restricted Securities as the Restricted Securities to be registered by Voteco, Colony and their respective Affiliates bears to all Restricted Securities owned by Voteco, Colony and their respective Affiliates in the aggregate. The Company are to be disposed will pay all Registration Expenses in connection with each registration of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if Restricted Securities requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable SecuritiesSection 3.1. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time on or after the IPO Date (other than in connection with an IPO) the Company proposes to register any shares of its equity securities Common Stock under the Securities Act (other than pursuant to section 2.2 or (i) a registration statement on Form ▇-▇S-4 or S-8, ▇▇▇▇ ▇-▇ or any successor or other forms theretopromulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own accountaccount (including, it will without limitation, any registration effected pursuant to Section 4 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such time registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). (b) At such time, the Company shall give prompt written notice to all holders Holders of Registrable Securities of its intention to do so, which notice register its shares of Common Stock. (c) Any Holder wishing to exercise its Piggyback Registration Right shall be given to all such holders at least 30 days prior deliver to the date such registration is proposed to be consummated, and, upon the Company a written request of any such holder made notice within 15 fifteen (15) days after the receipt of any such the Company’s notice. Such Holder’s written notice (which request shall specify the Registrable Securities number of shares of Common Stock intended to be disposed of by such holder Holder, which might be all or a portion of such Holder’s holdings in the Company’s Common Stock. The Company will, subject to Sections 3(d) and the intended method of disposition thereof)(g) below, the Company will use all 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 holders Holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Company’s Registrable Securities so to be registered, PROVIDED ; provided that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudiceregistration (provided, however, that this clause (c)(x) shall not relieve the Company of its obligations in connection with any registration effected or required to the rights of any holder or holders be effected under Section 4 hereof), and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to request that such be included in the Company’s registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of must sell their Registrable Securities under this section 2.3 unless to the securities proposed to be registered underwriters selected by the Company are on the same terms and conditions as apply to be disposed of the Company (including entering into an underwriting agreement in an underwritten public offering. (b) If customary form with the securities proposed to be registered underwriter or underwriters selected for such offering by the Company are to Company), as may be disposed of customary or appropriate in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) combined primary and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1secondary offerings. (d) If a registration requested registration pursuant to this section 2.3 Section 3 involves an underwritten public offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder any Holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds may elect, in writing at least one (1) day prior to the number which can be sold first use of a preliminary prospectus in connection with such offering within a commercially reasonable price range registration, not to register such securities in connection with such registration. (such writing e) All Holders of Registrable Securities requesting to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), any registration shall cooperate with the Company will include in all reasonable respects by supplying information and executing documents relating to such registration, Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the extent Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (f) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities which the Company is so advised can be sold in such offering, registered. (ig) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof If a registration pursuant to this section 2.3Section 3 involves an underwritten offering and the managing underwriter determines in good faith (or, in the case of an offering involving an “Underwritten Take-Down” (as such term is defined in the Registration Agreement) pursuant to Section 2 of the Registration Agreement, the managing underwriter of such offering determines in good faith) that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter , should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company or to the holders of “Registrable Securities” participating in an “Underwritten Take-Down” pursuant to Section 2 of the Registration Agreement (as each such term is defined in the Registration Agreement) based on whether the initial registration of Common Stock under Section 3(a) hereof is for the account of the Company or such holders, second, until the first (1st) anniversary of the IPO Date, pro rata among to all requesting Holders who are “Electing Lenders” (as such holders term is defined in the Joinder Agreement) on the basis of the relative number of shares of Common Stock proposed Registrable Securities then held by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be registered by such holdersreallocated among the remaining requesting Holders in like manner) and, and (iii) third, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any securities proposed thereby allocated to any such Holder that exceed such Holder’s request will be registeredreallocated among the remaining requesting Holders in like manner).

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time from and after the date hereof, the Company proposes to register any of its equity securities under the Securities Act (other than (A) any registration of public sales or distributions solely by and for the account of the Company of securities issued (x) pursuant to section 2.2 any employee benefit or on Form ▇-▇, ▇▇▇▇ ▇-▇ similar plan or any successor forms theretodividend reinvestment plan, (y) in any acquisition by the Company or (z) pursuant to any registration rights agreement, existing as of the date hereof, with the Company’s existing shareholders, or (B) pursuant to Section 2 hereof), whether either in connection with a primary offering for cash for the account of the Company or not for sale for its own accounta secondary offering, the Company will, each time it will each intends to effect such time a registration, give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders Holders at least 30 ten (10) but no more than thirty (30) business days prior to the date expected initial filing of a Registration Statement with the Commission pertaining thereto, informing such Holders of its intent to file such Registration Statement, the expected filing date, and of the Holders’ rights to request the registration is proposed to be consummated, and, upon of the Registrable Shares held by such Holder (the “Company Notice”). Upon the written request of any such holder Holder made within 15 ten (10) business days after the receipt of any such notice Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder and Holder or its transferees and, unless the applicable registration is intended to effect a primary offering of Shares for cash for the account of the Company, the intended method of disposition distribution thereof), the Company will use all 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 holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof as aforesaidor, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Securities so requested to be registered, PROVIDED including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental 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 holder of Registrable Securities Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation be permitted to effect the delay registration of any Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. The registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, rights granted pursuant to the extent provisions of this Section 3(a) shall be in addition to the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof registration rights granted pursuant to the other provisions of this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredAgreement.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than Act, whether of its own accord or at the demand of any holder of such securities pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoan agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), whether or not and if the form of registration statement proposed to be used may be used for sale for its own accountthe registration of Registerable Securities, it the Company will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least Holder not less than 10 days nor more than 30 days prior to the date filing of such registration is statement of its intention to proceed with the proposed to be consummatedregistration (the "Incidental Registration"), and, upon the written request of any such holder the Holder made within 15 ten (10) days after the receipt of any such notice (which request shall will specify the Registrable Registerable Securities intended to be disposed of by such holder the Holder and state the intended method of disposition thereof), the Company will use all reasonable its best efforts to effect the cause all Registerable Securities of Holder as to which registration has been requested to be registered under the Act, provided that if such registration is in connection with an underwritten public offering, Holder's Registerable Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on be included in such registration shall be offered upon the same terms and conditions as the equity securities of the Company or, if such offering is for the account of apply to any other shareholders, the equity securities included therein, in such registration. Notwithstanding anything contained in this Section 1.2 to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effectcontrary, the Company shall have no obligation to effect the registration of Registrable cause Registerable Securities under this section 2.3 unless the securities proposed to be registered by with respect to any Registerable Securities which shall be eligible for resale under Rule 144(k) of the Company are to be disposed of in an underwritten public offeringSecurities Act. (b) If the securities proposed to be registered by an Incidental Registration is a primary registration on behalf of the Company are to be disposed of and is in connection with an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall underwriters advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, that in its opinion, their opinion the number amount of securities requested to be included in such registration (whether by the Company, the Holder, or other holders of the Company's securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the number amount of such securities which can be successfully sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)offering, the Company will include in such registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (A) first, all of the securities the Company proposes to sell, and (B) second, any other securities requested to be included in such registration, to pro rata among the extent holders thereof on the basis of the number amount of such securities then owned by such holders. (c) If an Incidental Registration is a secondary registration on behalf of holders of securities which of the Company and is so advised in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such registration (whether by such holders, by the Holder, or by holders of the Company's securities pursuant to any other rights granted by the Company to demand inclusion of securities in such registration) exceeds the amount of such securities which can be sold in such offering, the Company will include in, such registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (iA) first, all of the securities that the Company proposes requested to issue be included by holders demanding or requesting such registration, and sell for its own account, (iiB) second, Registrable Securities any other securities requested to be registered by the holders thereof pursuant to this section 2.3included in such registration, pro rata among such the holders thereof on the basis of the number amount of shares of Common Stock proposed to be registered such securities then owned by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company Seller at any time ------------------------ proposes to register file prior to February 2, 2003, on its behalf or on behalf of any of its equity securities security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement under the Securities Act on any form (other than pursuant to section 2.2 or a Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or S-8 or any successor forms thereto)form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Seller pursuant to any employee benefit plan, whether respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or not for sale for its own accountany other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of Seller, it will each such time give prompt written notice to all holders Holders of the Registrable Securities at least four weeks before the initial filing with the Commission of its intention to do sosuch registration statement, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and set forth the intended method of disposition thereof), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such Seller. The notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters offer to include in such underwriting filing the aggregate number of shares of Registrable Securities, as such Holders may request. Each Holder of any Registrable Securities which desiring to have Common Stock registered under this Section 7.02 shall advise Seller in writing within 10 days after the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders date of receipt of such Registrable offer from Seller, setting forth the amount of such Common Stock for which registration is requested. Seller shall thereupon include in such filing the number of shares of Common Stock for which registration is so requested, subject to the following sentence, and shall use its best efforts to effect registration under the Securities shall have no right to select different underwriters Act of such shares. If a public offering is proposed for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 securities being registered by Seller or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, such demanding security holder and the managing underwriter shall advise the Company of such public offering advises Seller in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number distribution of securities the Common Stock requested to be included in the registration concurrently with the securities being registered by Seller or such registration exceeds demanding security holder would materially and adversely affect the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis distribution of such opinion securities by Seller or such demanding security holder, then Seller, if applicable, and all selling security holders (including, if applicable, the Holders and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in demanding security holder who initially requested such registration, ) shall reduce (to the extent Seller has a contractual right to impose such a reduction) the amount of securities each intended to distribute through such offering on a pro rata basis; provided, however, that Seller shall not be required to reduce the amount -------- ------- of securities to be distributed on its behalf to less than 50% of the aggregate number of securities which the Company is so advised can to be sold registered in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time after the Effectiveness DateSubject to Section 5.9, If the Company if at any time proposes to register any of its equity securities the Company determines that it shall file a registration statement under the Securities Act (other than pursuant to section 2.2 a registration statement on a Form S-4 or on Form ▇-▇, ▇▇▇▇ ▇-▇ S-8 or any successor forms thereto)or similar forms) on any form that also would permit the registration of the Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of Common Stock to be sold for cash, whether or not for sale for its own account, it will the Company shall each such time promptly give prompt each Holder written notice of such determination setting forth the date on which the Company proposes to all holders file such registration statement, which date shall be no earlier than thirty days from the date of such notice, and advising each Holder of its right to have Registrable Securities of its intention to do so, which notice shall be given to all included in such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon registration. Upon the written request of any such holder made within 15 Holder received by the Company no later than fifteen days after the receipt date of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Company's notice, the Company will shall use all reasonable its best efforts to effect the cause to be included for registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities that each such Holder has so requested to be registered, PROVIDED ; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities Holder to request that such registration to be effected as a registration upon request under section 2.2Section 5.3. Notwithstanding If, in the foregoingwritten opinion of the lead managing underwriter (or, if in the Initial Shelf Registration or any Subsequent Shelf Registration is then case of a non-underwritten offering, in effectthe written opinion of the Company), the Company shall have no obligation to effect the registration total number of Registrable Securities under this section 2.3 unless the such securities proposed to be registered by so registered, including such Registrable Securities, will exceed the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice maximum number of the Company's intention to register such securities that can reasonably be sold, then the Company shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting registration (i) first, all the Registrable Securities securities the Company proposes to sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 5.3(a) up to such maximum number, and (ii) second, to the extent that the number of securities which the Company proposes to sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 5.3(a) is less than the number of equity securities which the Company has been so requested to register pursuant to this section 2.3advised can reasonably be sold, it being understood that the holders of such all Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration by the Holders pursuant to this Section 5.4 and all shares of Common Stock requested to be included by third parties exercising the rights similar to those granted in this Section 5.4; provided that if the number of Registrable Securities and other shares of Common Stock requested to be included in such registration by the Holders pursuant to this Section 5.4 and third parties exercising rights similar to those granted in this Section 5.4, together with the number of securities to be included in such registration pursuant to clause (i) of this Section 5.4, exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so has been advised can reasonably be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable number of such Registerable Securities requested to be registered included in such registration by the holders thereof Holders pursuant to this section 2.3Section 5.4 shall, except to the extent required under the Existing Company Registration Rights, be limited to such extent and shall be allocated pro rata among all such holders on the basis of the number of shares of Common Stock proposed requesting Holders and third parties exercising rights similar to be registered by such holders, and (iii) third, all other securities proposed to be registered.those granted in this

Incidental Registration. (a) At any time after Subject to the Effectiveness Dateterms and conditions set forth in this Article VII, If if the Company proposes at any time proposes to register any of its equity securities Company Securities (the "Initially Proposed Securities") under the Securities Act for sale (other than pursuant a registration statement required to section 2.2 be filed in respect of the Plans or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretorelating to acquisitions), whether or not for sale for its own account, it pursuant to an underwritten offering, the Company will each such time promptly give prompt written notice to all holders of Registrable Securities the Holders of its intention to do so, effect such a registration (which notice shall be given to all such holders at least 30 days prior specify, to the date such registration is extent known, the proposed offering price, the number of Company Securities proposed to be consummatedregistered and the distribution arrangements, andincluding indemnification of underwriters), upon and any Holder shall be entitled to include in such registration statement, as a part of such underwritten offering, such Registrable Securities (the written "Holder Securities") to be sold for the account of such Holders (on the same terms and conditions as the Initially Proposed Securities ) as shall be specified in a request of any such holder made in writing (complying with the requirements for a request set forth in Section 7.2(a)) delivered to the Company within 15 5 days after the receipt date upon which the Company gave the aforementioned notice. The Company's obligation to include Holder Securities in a registration statement pursuant to this Section 7.3 is subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to register any Holder Securities which amount the Holder is able to qualify for sale under Rule 144 or otherwise within a three month period, or under a comparable rule or regulation, provided that the Company shall be required to register all Holder Securities in excess of such notice amount so qualified under Rule 144 or otherwise. (which ii) If any Holder shall submit a request shall specify the Registrable for registration of Holder Securities intended pursuant to be disposed of by such holder and the intended method of disposition thereof)this Section 7.3, the Company will shall use all reasonable efforts Best Efforts to effect the registration under the Securities Act of all Registrable Holder Securities which that the Company has been so requested to register by register, subject to the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition this Agreement. (in accordance with the intended methods thereof as aforesaidiii) of the Registrable Securities so to be registered, PROVIDED that ifIf, at any time after giving such written notice of its intention to register any securities effect a registration pursuant to this Section 7.3 and prior to the effective date of the any registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders and thereupon it shall be relieved of its obligation to use any efforts to register any Registrable Holder Securities in connection with such aborted registration. (iv) If, without prejudice, however, to in the rights opinion of any holder or holders the managing underwriter(s) of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effectoffering, the Company shall have no obligation to effect distribution of all or a specified portion of the Holder Securities would materially interfere with the registration and sale, in accordance with the intended method thereof, of Registrable the Initially Proposed Securities, then the number of Holder Securities under this section 2.3 unless the securities proposed and Company Securities to be registered by the Company are to be disposed on behalf of in an underwritten public offering. any Person (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of other than the Company's intention ) entitled to register exercise incidental registration rights with respect to such securities shall designate the proposed underwriters of such offering registration (which shall be one or more underwriting firms of recognized national standing"Other Holders") and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can statement shall first be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, reduced pro rata among such holders the Holders on the basis of the number of shares Securities that each such Holder requested be included, followed by a pro rata reduction among Other Holders on the same terms, to such number, if any, that, in the opinion of Common Stock proposed such managing underwriter(s), can be included without such interference. If, as a result of the cutback provisions of the preceding sentence, any Holder is not entitled to include all of the Holder Securities in such registration that such Holder requested be registered so included, such Holder may elect to withdraw its request to include such Holder Securities in such registration (a "Withdrawal Election"); provided, that a Withdrawal Election shall be irrevocable and Holder shall no longer have any right to include any Holder Securities in the registration as to which such Withdrawal Election was made. (v) As a condition to Holder's right to include Holder Securities in a registration pursuant to this Section 7.3, Holder shall, if requested by the Company or the managing underwriter(s) in connection with such holdersregistration and distribution, (i) agree to sell the Holder Securities on the basis provided in any underwriting arrangements entered into in connection therewith and (iiiii) thirdcomplete and execute all questionnaires, all powers of attorney, indemnities, underwriting agreements and other securities proposed documents which are customary in similar transactions and required under the terms of such underwriting arrangements. (vi) If any Holder disapproves of the terms of any such registration, he may elect to be registeredwithdraw therefrom by written notice to the Company and the managing underwriter(s).

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time (but without any obligation to do so) Newco proposes to register (including a registration effected by Newco for shareholders other than the Holders) any shares of its equity securities Common Stock under the Securities Act in connection with the public offering of such shares solely for cash on any form of Registration Statement in which the inclusion of Registrable Securities is appropriate (other than a registration (i) relating solely to the sale of securities to participants in a Company stock or stock option plan, (ii) pursuant to section 2.2 or a Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-8 (or any successor forms theretoforms) or any form that does not include substantially the same information, other than information relating to the selling shareholders or their plan of distribution, as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iii) in connection with any dividend reinvestment or similar plan, or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar business combinations transaction), whether or not for sale for its own account, it will Newco shall promptly give each such time give prompt Holder written notice to all holders of Registrable Securities such registration at least 10 days before the anticipated filing date of its intention to do so, which any such Registration Statement. Such notice shall be describe fully the proposed method of distribution of the securities being registered. If the registration of which Newco gives notice is for a registered public offering involving an underwriting, Newco shall so advise each of the Holders as a part of the written notice given pursuant to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon this Article. Upon the written request of any such holder made Holder given within 15 10 days after the receipt delivery of any such notice (which request by Newco, Newco shall specify the Registrable Securities intended cause to be disposed of by such holder and the intended method of disposition thereof), the Company will use all reasonable efforts to effect the registration registered under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities that such Holder has so requested to be registered, PROVIDED that if, at any time . Newco may decline to file a Registration Statement after giving written notice of its intention to register any securities the Holders, or withdraw a Registration Statement after filing and after such notice, but prior to the effective date effectiveness thereof, provided that Newco shall promptly notify each Holder of the registration statement filed Registrable Securities in writing of any such action and provided further that Newco shall bear all out-of-pocket expenses incurred by each Holder or otherwise in connection with such registrationdeclined or withdrawn Registration Statement. Further, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, declining or withdrawal shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, prejudice to the rights (if any) of any holder or holders of Registrable Securities the Holders immediately to request that such registration be effected as a registration upon request under section 2.2Article 2. Notwithstanding the foregoing, if the Initial Shelf Registration or The right of any Subsequent Shelf Registration is then in effect, the Company shall Holder to have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of included in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which Registration Statement shall be one or more conditioned upon participation in any underwriting firms of recognized national standing) and to the extent provided herein. Newco shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters not be required to include any Registrable Securities in such underwriting unless the Registrable Securities which Holders thereof agree to enter into an underwriting agreement in customary form, and upon terms and conditions agreed upon among such Holders, Newco and the Company has been so requested to register pursuant to this section 2.3underwriter(s), it being understood with the underwriter(s) selected by Newco. In the event that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (cunderwriter(s) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with Newco that marketing or other factors require a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis limitation of the number of shares of Common Stock proposed to be registered by underwritten, then Newco shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto. The underwriter(s) may exclude some or all of the Registrable Securities from such holdersunderwriting and the number of Registrable Securities, and if any, that may be included in the underwriting shall be allocated among all Holders thereof in proportion (iiias nearly as practicable) third, all other securities proposed to the number of Registrable Securities which each Holder requested be included in such registration. Nothing in this Article 3 is intended to diminish the number of shares to be registeredsold by Newco in such underwriting. Newco and the underwriter(s) selected by Newco shall make all determinations with respect to the timing, pricing and other matters related to the offering, provided that no Holder shall be obligated to sell any Registrable Securities in such offering and may be withdrawn at any time for any reason, including a disagreement with respect to the timing, pricing and other matters related to the offering.

Incidental Registration. (a) At any time If, after the Effectiveness Datean IPO, If the Company at any time proposes to register any of its equity securities Membership Units under the Securities Act in connection with a public offering of such securities solely for cash (other than pursuant to section 2.2 by a registration in connection with an acquisition or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoin a manner which would not permit registration of Restricted Securities), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Restricted Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon holders’ rights under this Section 10.1. Upon the written request of any such holder made received by the Company within 15 fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Restricted Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use all reasonable its best efforts to effect the registration under the Securities Act of all Registrable Restricted Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Restricted Securities so to be so registered, PROVIDED that ifby inclusion of such Restricted Securities in the registration statement which covers the securities which the Company proposes to register, provided that, if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities andRestricted Securities, thereuponand thereupon the Company (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Restricted Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses therewith) and (ii) in the case of a determination to delay registering, without prejudiceshall be permitted to delay registering Restricted Securities, however, to for the rights of any holder or holders of Registrable Securities to request that same period as the delay in registering such registration be effected as a registration upon request under section 2.2other securities. Notwithstanding the foregoing, if during the Initial Shelf Registration first two years following an IPO, Restricted Securities held by Ribis or an Employee Unit Holder shall not be eligible for incidental registration rights hereunder and shall not be includible in any Subsequent Shelf Registration is then such registration statement unless Holdings, Co-Investment Partners, Voteco, Coinvestment Voteco or their respective Affiliates are also including Restricted Securities in effectsuch registration statement. In the event that during the first two years following an IPO, the Company shall have no obligation Holdings, Co-Investment Partners, Voteco or Coinvestment Voteco or their respective Affiliates are including Restricted Securities in a registration statement to effect the which incidental registration of Registrable Securities rights under this section 2.3 unless Section 10.1 otherwise apply, then Ribis and each Employee Unit Holder shall be entitled to incidental registration rights hereunder only with respect to that number of Restricted Securities bearing the securities proposed same proportion to all of his or her Restricted Securities as the Restricted Securities to be registered by Holdings, Co-Investment Partners, Voteco, Coinvestment Voteco and their respective Affiliates bears to all Restricted Securities owned by Holdings, Co-Investment Partners, Voteco, Coinvestment Voteco and their respective Affiliates in the aggregate. The Company are to be disposed will pay all Registration Expenses in connection with each registration of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if Restricted Securities requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable SecuritiesSection 10.1. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than a registration (i) 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, (ii) in connection with an acquisition by the Company of another company, or (iii) pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoSection 1.1), whether or not for sale for its own account, it will shall each such time time, subject to the provisions of Section 1.2(b), give prompt written notice to all holders of Registrable Securities Holder of its intention to do soso and of Holder's rights under this Section 1.2, which notice shall be given to all such holders at least 30 days prior to the anticipated filing date of the Registration Statement relating to such registration is proposed Registration. Such notice shall offer Holder the opportunity to be consummatedinclude in such Registration Statement such number of Registrable Securities as Holder may request, and, upon subject to the provisions of this Section 1.2. Upon the written request of any such holder Holder made within 15 20 days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will use all its reasonable efforts to effect the registration Registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Holder; provided, that (x) if such Registration -------- involves an underwritten offering, Holder must sell its Registrable Securities to the holders thereof, underwriter(s) selected by the Company on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, apply to the extent required to permit the disposition Company; and (in accordance with the intended methods thereof as aforesaidy) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 1.2(a) and prior to the effective date Effective Date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine for any reason not to register such securitiessecurities for its own account or the account of others, the Company may, at its election, shall give written notice of such determination to each holder of Registrable Securities and, thereupon, Holder and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration, Registration without prejudice, however, to the rights of any holder or holders of Registrable Securities Holder under Section 1.1. If a Registration pursuant to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (bSection 1.2(a) If the securities proposed to be registered by the Company are to be disposed of in involves an underwritten public offering, such notice Holder may elect, in writing prior to the Effective Date of the Company's intention Registration Statement filed in connection with such Registration, not to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of in connection with such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) Registration. No registration Registration effected under this section 2.3 Section 1.2 shall relieve the Company from of its obligation obligations to effect registrations Registrations upon request under section 2.2 or to effect the Initial Shelf Section 1.3. The Company shall pay all Registration or any Subsequent Shelf Expenses in connection with each Registration pursuant to section 2.1. (d) If a of Registrable Securities requested registration pursuant to this section 2.3 involves an underwritten offeringSection 1.2. However, Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the managing underwriter shall advise the Company in writing (with a copy to each holder sale or disposition of Holder's Registrable Securities requesting registration) that, in its opinion, the number of securities requested pursuant to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof Registration Statement effected pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredSection 1.2.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to section 2.2 Section 3.1 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretopursuant to a Special Registration), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities, it will shall each such time give prompt written notice to all holders Holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, so and, upon the written request of any such holder made Holder of Registrable Securities given to the Company within 15 30 days after the receipt of Company has given any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will use all 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 holders Holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED provided that: (a) if such registration shall be in connection with the initial Public Offering, the Company shall not include any Registrable Securities in such proposed registration if the Board shall have determined, after consultation with the managing underwriters for such offering, that it is not in the best interests of the Company to include any Registrable Securities in such registration, provided that, if the Board makes such a determination, the Company shall not include in such registration any securities not being sold for the account of the Company; (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 Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder Holder that was previously notified of Registrable Securities such registration and, thereupon, shall be relieved of its obligation to not register any Registrable Securities in connection with such registrationregistration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders to request that a registration be effected under Section 3.1; (c) if the Company shall be advised in writing by the managing underwriters (or, in connection with an offering which is not underwritten, by an investment banker) that in their or its opinion the number of securities requested to be included in such registration (whether by the Company, pursuant to this Section 3.2 or pursuant to any other rights granted by the Company to a holder or holders of its securities to request or demand such registration or inclusion of any such securities in any such registration) exceeds the number of such securities which can be sold in such offering: (i) the Company shall include in such registration the number (if any) of Registrable Securities so requested to request that be included which in the opinion of such underwriters or investment banker, as the case may be, can be sold and shall not include in such registration any securities (other than securities being sold by the Company, which shall have priority in being included in such registration) so requested to be effected included other than Registrable Securities unless all Registrable Securities requested to be so included are included therein; and (ii) if in the opinion of such underwriters or investment banker, as the case may be, some but not all of the Registrable Securities may be so included, all Holders of Registrable Securities requested to be included therein shall share pro rata in the number of shares of Registrable Securities included in such Public Offering on the basis of the number of Registrable Securities requested to be included therein by such Holders, provided that, in the case of a registration upon request under section 2.2. Notwithstanding initially requested or demanded by a holder or holders of securities other than Registrable Securities, the foregoingHolders of the Registrable Securities requested to be included therein and the holders of such other securities shall share pro rata (based on the number of shares if the requested or demanded registration is to cover only Common Stock and, if not, based on the Initial Shelf Registration or proposed offering price of the total number of securities included in such Public Offering requested to be included therein), and the Company shall so provide in any Subsequent Shelf Registration registration agreement hereinafter entered into with respect to any of its securities; and (d) if prior to the effective date of the registration statement filed in connection with such registration, the Company is then informed by the managing underwriter (or, in effectconnection with an offering which is not underwritten, by an investment banker) that the price at which such securities are to be sold is a price below that price which the requesting Holders shall have indicated to be acceptable, the Company shall promptly notify the requesting Holders of such fact, and each such requesting Holder shall have no obligation the right to effect the withdraw its request to have its Registrable Securities included in such registration statement. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) Section 3.2. No registration effected under this section 2.3 Section 3.2 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or Section 3.1. The Company shall not be obligated to effect the Initial Shelf Registration or cause any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested "incidental" registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredunderwritten.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities file a registration statement under the Securities Act (other than in connection with the Shelf Registration, a Demand Registration, a Registration Statement on Form S-4 or S-8 or any form substituting therefor, or a shelf registration statement on Form S-3 or any form substituting therefor relating to (i) issuances of securities other than Common Stock (or securities convertible into Common Stock) by the Company for cash, or (ii) so long as the Shelf Registration remains effective, resales of equity securities of the Company by one or more security holders of the Company pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or Rule 415 under the Securities Act) with respect to an offering of any successor forms thereto), whether or not for sale class of security by the Company for its own accountaccount or for the account of any of its security holders, it will each such time then the Company shall give prompt written notice of such proposed filing to all the holders of the Registrable Securities as soon as practicable (but in no event less than thirty (30) days before the anticipated filing date), and such notice shall offer such holders the opportunity to register such number of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon the written request of any as each such holder made may request. Each holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 2(c) shall so advise the Company in writing within 15 fifteen (15) days after the date of receipt of any such notice from the Company (which request shall specify set forth the number of Registrable Securities for which registration is requested). The Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein, and, if such registration is an Underwritten Registration, the Company shall use its best efforts to cause the managing underwriter or underwriters to permit the Registrable Securities intended requested to be disposed of by included in the Registration Statement for such holder and the intended method of disposition thereof), the Company will use all reasonable efforts offering to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, be included (on the same terms and conditions as the equity similar securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, therein to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudiceappropriate); provided, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration managing underwriter or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement deliver a written opinion to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for that the disposition total number of their securities that the Company, the holders of Registrable Securities. (c) No registration effected under this section 2.3 shall relieve , or such other persons propose to include in such offering is such that the Company from its obligation to effect registrations upon request under section 2.2 or to effect success of the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, offering would be materially and adversely affected by inclusion of the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds included, then the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares amount of securities which may to be included in such offering without such effect)offered for the accounts of the Company, the Company will include in such registration, holders of Registrable Securities and other holders registering securities pursuant to the extent of the number of securities which the Company is so advised can registration rights shall be sold in such offering, allocated as follows: (i) first, securities that if such registration has been initiated by the Company proposes as a primary offering, first to issue the securities sought to be included by the Company, second to the Priority Securities sought to be included by the holders thereof, and sell for its own account, (ii) second, third to the Registrable Securities requested sought to be registered included by the holders thereof pursuant and the securities sought to this section 2.3be included by other holders of registration rights, pro rata among such holders rata, on the basis of the number of shares securities owned by each such holder, and fourth the securities sought to be included by other holders of Common Stock proposed registration rights that by their terms are subordinate to the registration rights of the security holders referred to in the immediately preceding clause, pro rata, on the basis of the number of securities owned by each such holder; and (ii) if such registration has been initiated by another holder of registration rights (other than pursuant to Section 2(b) hereof), first to the securities sought to be included by such demanding holder, second to the Priority Securities sought to be included by the holders thereof, third to the Registrable Securities sought to be included by the holders thereof and to all other securities sought to be included by other holders of registration rights, pro rata, on the basis of the number of securities owned by each such holder, and fourth to the securities sought to be included by the Company among the Company and any other holders of registration rights in respect of securities of the Company that by their terms are subordinate to the rights of the security holders referred to in priority third above in accordance with the terms of the agreements granting such rights. If the number of Registrable Securities sought to be registered pursuant to this Section 2(c) by a holder of Registrable Securities is reduced as provided above, such holders, and (iii) third, holder shall have the right to withdraw such holder's request for registration with respect to all other securities proposed of the Registrable Securities initially sought to be registered. No registration pursuant to a request or requests referred to in this Section 2(c) shall be deemed to be a Shelf Registration or a Demand Registration.

Incidental Registration. (a) At If, at any time after the Effectiveness DateFirst Public Offering, If the Company at any time proposes to register any of its equity securities Company Securities under the Securities Act (other than pursuant to section 2.2 or a registration on Form ▇-▇S-8 or S-4, ▇▇▇▇ ▇-▇ or any successor forms theretoor similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time time, subject to the provisions of Section 5.02(b), give prompt written notice at least 15 days prior to all holders the anticipated effective date of the registration statement relating to such registration to each Securityholder, which notice shall set forth such Securityholder’s rights under this Section 5.02 and shall offer such Securityholder the opportunity to include in such registration statement the number of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is same class or series as those proposed to be consummatedregistered as each such Securityholder may request (an “Incidental Registration”), and, upon subject to the provisions of 5.02(b). Upon the written request of any such holder Securityholder made within 15 five days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofSecurityholder), the Company will use all reasonable efforts (subject to Section 5.02(b)) to effect the registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if all such offering is for the account of other shareholders, the equity securities included thereinSecurityholders, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED provided that (i) if such registration involves an underwritten Public Offering, all such Securityholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same economic terms and conditions as apply to the Company or the Requesting Securityholder, as applicable, and (ii) if, at any time after giving written notice pursuant to this Section 5.02(a) of its intention to register any securities for its own account but not in connection with any Demand Registration (except as set forth in Section 5.01) 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 such securities, the Company may, at its election, shall give written notice of to all such determination to each holder of Registrable Securities Securityholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, . No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2extent required by Section 5.01. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the The Company shall have no obligation to effect the pay all Registration Expenses in connection with each registration of Registrable Securities under requested pursuant to this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringSection 5.02. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 Section 5.02 involves an underwritten offeringPublic Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter shall advise advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionview, the number of securities requested Registrable Securities that the Company and such Securityholders intend to be included include in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)Maximum Offering Size, the Company will include in such registration, in the following priority, up to the extent of the number of securities which the Company is so advised can be sold in such offering, Maximum Offering Size: (i) first, so much of the securities that proposed to be registered for the account of the Company proposes as would not cause the offering to issue and sell for its own account, exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be registered included in such registration by the holders thereof pursuant Institutional Securityholders, CVC Asia Pacific Investors, Peninsula, and each of their Permitted Transferees (allocated, if necessary for the offering not to this section 2.3exceed the Maximum Offering Size, pro rata among such holders entities or persons on the basis of the relative number of shares of Common Stock proposed Registrable Securities so requested to be registered by included in such holders, and registration), (iii) third, all other any securities proposed to be registeredregistered for the account of any other Persons with such priorities among them as the Company shall determine.

Incidental Registration. (a) At any time after Subject to Section 5 hereof and the Effectiveness Dateother terms and conditions set forth in this Section 3, If if the Company proposes at any time proposes to register any shares of its equity securities Common Stock (the "Ini- tially Proposed Shares") under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto)for sale, whether or not for sale for its own account, it pursuant to an underwritten offering, the Company will each such time promptly give prompt written notice to all holders of Registrable Securities the Holders of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date effect such registration is (such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be consummatedregistered and the distribution arrangements, andincluding identification of the underwriter(s)), upon and the written request Holders shall be entitled to include in such registration statements, as a part of any such holder made within 15 days after underwritten offering, such number of shares (the receipt of any such notice (which request shall specify the Registrable Securities intended "Holder Shares") to be disposed sold for the account of by such holder and the intended method of disposition thereof), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, Holders (on the same terms and conditions as the equity securities Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 15 days after the date upon which the Company gave the aforementioned notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the Company orfollowing limitations, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition conditions and qualifications: (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, PROVIDED that ifIf, at any time after giving written notice of its intention to register effect a registration of any securities of its shares of Common Stock and prior to the effective date of the any registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesshares, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders and thereupon it shall be relieved of its obligation to use any efforts to register any Registrable Securities Holder Shares in connection with such aborted registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (bii) If If, in the securities proposed to be registered by opinion of the Company are to be disposed managing underwriter(s) of in an underwritten public such offering, such notice the distribution of all or a specified portion of the Company's intention to register such securities shall designate Holder Shares would materially interfere with the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) registration and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) thatsale, in its opinionaccordance with the intended method thereof, of the Initially Proposed Shares, then the number of securities requested Holder Shares to be included in such registration exceeds statement shall be reduced to such number, if any, that, in the number which opinion of such managing underwriter(s), can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)interference. If, as a result of the cutback provisions of the preceding sentence, the Company will Holders would not be entitled to include all of the Holder Shares in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Registrable Securities to be offered and sold by TMG, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be reduced, on a pro rata basis, such that the Holder Shares (other than those held by TMG, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) may be first offered and sold. If the Company shall so request in writing, TMG agrees not to effect any public or private sale or distribution of any Registrable Securities (other than the Holder Shares) during the 15-day period prior to and during the 45-day period beginning on, the closing date of any underwritten public offering of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredmade for the Company's own account.

Incidental Registration. (a) At any time after Subject to Section 5 hereof and the Effectiveness Dateother terms and conditions set forth in this Section 3, If if the Company proposes at any time proposes to register any shares of its equity securities Common Stock (the "Initially Proposed Shares") under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto)for sale, whether or not for sale for its own account, it pursuant to an underwritten offering, the Company will each such time promptly give prompt written notice to all holders of Registrable Securities the Holders of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date effect such registration is (such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be consummatedregistered and the distribution arrangements, andincluding identification of the underwriter(s)), upon and the written request Holders shall be entitled to include in such registration statements, as a part of any such holder made within 15 days after underwritten offering, such number of shares (the receipt of any such notice (which request shall specify the Registrable Securities intended "Holder Shares") to be disposed sold for the account of by such holder and the intended method of disposition thereof), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, Holders (on the same terms and conditions as the equity securities Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 15 days after the date upon which the Company gave the aforementioned notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the Company orfollowing limitations, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition conditions and qualifications: (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, PROVIDED that ifIf, at any time after giving written notice of its intention to register effect a registration of any securities of its shares of Common Stock and prior to the effective date of the any registration statement filed in connection with such registration, the Company shall determine for any reason not to register all of such securitiesshares, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders and thereupon it shall be relieved of its obligation to use any efforts to register any Registrable Securities Holder Shares in connection with such aborted registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (bii) If If, in the securities proposed to be registered by opinion of the Company are to be disposed managing underwriter(s) of in an underwritten public such offering, such notice the distribution of all or a specified portion of the Company's intention to register such securities shall designate Holder Shares would materially interfere with the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) registration and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) thatsale, in its opinionaccordance with the intended method thereof, of the Initially Proposed Shares, then the number of securities requested Holder Shares to be included in such registration exceeds statement shall be reduced to such number, if any, that, in the number which opinion of such managing underwriter(s), can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect)interference. If, as a result of the cutback provisions of the preceding sentence, the Company will Holders are not entitled to include all of the Holder Shares in such registration, such Holders may elect to the extent of the number of securities which withdraw their request to include Holder Shares in such registration (a "Withdrawal Election"). If the Company is shall so advised can be sold request in such offeringwriting, (i) first, securities that the Company proposes each Holder agrees not to issue and sell for its own account, (ii) second, effect any public or private sale or distribution of any Registrable Securities requested (other than the Holder Shares) during the 15-day period prior to be registered by and during the holders thereof pursuant to this section 2.345-day period beginning on, pro rata among such holders on the basis closing date of the number any underwritten public offering of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredmade for the Company's own account.

Incidental Registration. (a) At Subject to Section 10, if at ----------------------- any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities Corporation determines that it shall file a registration statement under the Securities Act (other than pursuant to section 2.2 a registration statement on a Form S-4 or on Form ▇-▇, ▇▇▇▇ ▇-▇ S-8 or any successor forms thereto)or similar forms) on any form that also would permit the registration of the Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, whether or not for sale for its own account, it will the Corporation shall each such time promptly give prompt each Holder written notice of such determination setting forth the date on which the Corporation proposes to all holders file such registration statement, which date shall be no earlier than thirty days from the date of such notice, and advising each Holder of its right to have Registrable Securities of its intention to do so, which notice shall be given to all included in such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon registration. Upon the written request of any such holder made within 15 Holder received by the Corporation no later than fifteen days after the receipt date of any such notice (which request the Corporation's notice, the Corporation shall specify the Registrable Securities intended use its best efforts to cause to be disposed of by such holder and the intended method of disposition thereof), the Company will use all reasonable efforts to effect the registration registered under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities that each such Holder has so requested to be registered, PROVIDED ; provided that if, at any time after giving written notice of its -------- intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Corporation shall determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company Corporation may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the registration expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities Holder to request that such registration to be effected as a registration upon request under section 2.2Section 4. Notwithstanding If, in the foregoingwritten opinion of the managing underwriter (or, if in the Initial Shelf Registration or any Subsequent Shelf Registration is then case of a non- underwritten offering, in effectthe written opinion of the Corporation), the Company shall have no obligation to effect the registration total amount of Registrable Securities under this section 2.3 unless the such securities proposed to be registered by so registered, including such Registrable Securities, will exceed the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice maximum amount of the CompanyCorporation's intention securities that can be marketed at a price reasonably related to register such securities shall designate the proposed underwriters then current market value of such offering (which securities, then the Corporation shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting registration (i) first, all the Registrable Securities which securities the Company has been so requested Corporation proposes to sell for its own account or is required to register pursuant on behalf of any third party exercising rights similar to this section 2.3, it being understood that those granted in Section 4(a) and without having the holders of such Registrable Securities shall have no right adverse effect referred to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offeringabove, and (ii) second, to the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, extent that the number of securities which the Corporation proposes to sell for its own account pursuant to this Section 5 or is required to register on behalf of any third party exercising rights similar to those granted in Section 4(a) is less than the number of equity securities which the Corporation has been advised can be sold in such offering without having the adverse effect referred to above, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 5 and all shares of Common Stock requested to be included by third parties exercising the rights similar to those granted in this Section 5; provided that if the number of Registrable Securities and other shares of Common -------- Stock requested to be included in such registration by the Holders pursuant to this Section 5 and third parties exercising rights similar to those granted in this Section 5, together with the number of securities to be included in such registration pursuant to clause (i) of this Section 5, exceeds the number which the Corporation has been advised can be sold in such offering within a commercially reasonable price range (such writing without having the adverse effect referred to state above, the basis number of such opinion and the approximate number of shares of securities which may Registerable Securities requested to be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered registration by the holders thereof Holders pursuant to this section 2.3, Section 5 shall be limited to such extent and shall be allocated pro rata among all such holders requesting Holders and third parties exercising rights similar to those granted in this Section 5 on the basis of the relative number of Registrable Securities each such Holder has requested to be included in such registration and the number of shares of Common Stock proposed requested to be registered included in such registration by such holders, and (iii) third, all other securities proposed to be registeredthird parties.

Incidental Registration. (a) At any time after the Effectiveness DateUntil all securities subject to this Agreement have ceased to be Registrable Securities, If if the Company at any time proposes proposes, including pursuant to Article 2 hereof, to register any of its equity securities of the Company (collectively, “Other Securities”) for public sale under the Securities Act (other than pursuant whether proposed to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not be offered for sale by the Company or by any other Person) on a form and in a manner which would permit registration of Registrable Securities for its own accountsale to the public under the Securities Act, it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to all holders of Registrable Securities the Holders of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, and upon the written request of any such holder made Holder delivered to the Company within 15 days five (5) Business Days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), Holder) the Company will use all commercially reasonable efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolders; provided, on the same terms and conditions as the equity securities of the Company orhowever, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition that: (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving such written notice of its intention to register any securities Other 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 such securitiesOther Securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register any such Registrable Securities in connection with the registration of such registrationOther Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Article 11), without prejudice, however, to the rights (if any) of any holder or holders of Registrable Securities the Holders to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding Article 2; and (ii) the foregoing, Company will not be required to effect any registration of Registrable Securities pursuant to this Article 3 if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing advised (with a copy to each holder the Holders requesting registration if such notice is in writing) by a nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm’s opinion, a registration of Registrable Securities requesting registration) that, in its opinion, at that time may interfere with an orderly sale and distribution of the number of securities requested to be included in such registration exceeds the number which can be being sold in such offering within a commercially reasonable or materially and adversely affect the price range (such writing to state the basis of such opinion and the approximate number securities; provided, however, that if an offering of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent some but not all of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof Holders and all other Persons having rights to include securities held by them in such registration would not adversely affect the distribution or price of the securities to be sold in the offering in the opinion of such firm or are included in such offering notwithstanding any such opinion, then the Company will include in such offering: (x) first, the Other Securities (other than securities requested to be registered pursuant to this section 2.3Section 2), (y) second, the Registrable Securities requested to be registered pursuant to Section 2 and 3, allocated pro rata among such holders Holders based on the basis of the number of shares of Common Stock proposed securities duly requested to be registered included therein by each such holders, Holder and (iiiz) third, all other securities proposed requested to be registeredincluded in such registration; and (iii) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article 3 incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (iv) In connection with any underwritten shelf takedown pursuant to Article 2 (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Holders may exercise piggyback rights to have included in such takedown shares of Common Stock held by them that are registered on such shelf registration statement on Form S-3. (v) Notwithstanding anything to the contrary in this Section 3, the ▇▇▇▇▇▇ Holders shall not have the right to have any of their Registrable Securities registered pursuant to this Section 3 in connection with the IPO unless Blackstone is registering any of its Registrable Securities in the IPO. (b) No registration of Registrable Securities effected under this Article 3 shall relieve the Company of its obligations (if any) to effect registrations of Registrable Securities pursuant to Article 2.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes for any reason to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 or a registration statement on Form ▇-▇S-8, ▇▇▇▇ ▇-▇ S-14 or any S-15 or similar or successor forms theretoform), whether or not for sale for its own account, it will shall each such time promptly give prompt written notice to all holders of outstanding Registrable Securities Shares (as defined below) of its intention so to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummateddo, and, upon the written request of any such holder made request, given within 15 30 days after the receipt of any such notice notice, of the holder of any such Registrable Shares to register any Registrable Shares (which request shall specify the Registrable Securities Shares intended to be sold or disposed of by such holder holders and shall state the intended method of disposition thereofof such Registrable Shares by the prospective seller), the Company will shall use all reasonable its best efforts to effect the registration cause all such Registrable Shares, to be registered under the Securities Act promptly upon receipt of the written request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Registrable Securities which Shares so registered. In the event that the proposed registration by the Company has been so requested is, in whole or in part, an underwritten public offering of securities of the Company, any request pursuant to this Section 6 to register by Registrable Shares may specify that such shares are to be included in the holders thereof, underwriting (i) on the same terms and conditions as the equity securities shares of the Company orCommon Stock, if such offering is for the account of other shareholdersany, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice event that no shares of such determination to each holder of Common Stock other than Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with Shares are being sold through underwriters under such registration; PROVIDED, without prejudiceHOWEVER, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, (A) if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company determines and advises in writing (with a copy to each holder that the inclusion of all Registrable Securities requesting registration) that, in its opinion, the number of securities requested Shares proposed to be included in such registration exceeds the number which can be sold in such underwritten public offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue other issued and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of outstanding shares of Common Stock proposed to be registered included therein by persons other than holders of Registrable Shares (the "Other Shares") would interfere with the successful marketing (including pricing) of such holderssecurities, then the number of Registrable Shares and Other Shares to be included in such underwritten public offering shall be reduced FIRST, PRO RATA among the holders of Other Shares, and (iii) thirdSECOND, all other securities proposed if necessary, PRO RATA among the holders of Registrable Shares based upon the number of Registrable Shares and shares of Common Stock requested by the holders thereof to be registeredregistered in such underwritten public offering and (B) in each case those shares of Common Stock which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering.

Incidental Registration. (a) At any time after the Effectiveness DateUntil all securities subject to this Agreement have ceased to be Registrable Securities, If if the Company at any time proposes proposes, other than pursuant to Article 2 hereof and other than pursuant to the 1996 Registration Statement, to register any of its equity Common Stock or other securities issued by it having terms substantially similar to Registrable Securities or any successor securities (collectively, "Other Securities") for public sale under the Securities Act (other than pursuant whether proposed to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not be offered for sale by the Company or by any other Person) on a form and in a manner which would permit registration of Registrable Securities for its own accountsale to the public under the Securities Act, it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to all holders of Registrable Securities the Holders and the Additional Holders of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, and upon the written request of any such holder made Holder or Additional Holder delivered to the Company within 15 days fifteen (15) Business Days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities or Additional Securities, as the case may be, intended to be disposed of by such holder and the intended method of disposition thereofHolder or Additional Holder), the Company will use all its commercially reasonable best efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities and Additional Securities which the Company has been so requested to register by the holders thereofHolders and Additional Holders; provided, on the same terms and conditions as the equity securities of the Company orhowever, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition that: (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving such written notice of its intention to register any securities Other 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 such securitiesOther Securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders and Additional Holders requesting registration and thereupon the Company shall be relieved of its obligation to register any such Registrable Securities and Additional Securities in connection with the registration of such registrationOther Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Article 11), without prejudice, however, to the rights (if any) of any holder or holders of Registrable Securities the Holders to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding Article 2; and (ii) the foregoing, Company will not be required to effect any registration of Registrable Securities or Additional Securities pursuant to this Article 3 in connection with a primary offering of securities by it if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company advised in writing (with a copy to each holder the Holders requesting registration) by a nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, a registration of Registrable Securities requesting registration) that, in its opinion, and Additional Securities at that time may interfere with an orderly sale and distribution of the number of securities requested to be included in such registration exceeds being sold by the number which can be sold Company in such offering within a commercially reasonable or materially and adversely affect the price range (such writing to state the basis of such opinion and the approximate number securities; provided, however, that if an offering of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent some but not all of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue Registrable Securities and sell for its own account, (ii) second, Registrable Additional Securities requested to be registered by the holders thereof pursuant Holders and Additional Holders would not adversely affect the distribution or price of the securities to this section 2.3be sold by the Company in the offering in the opinion of such firm or are included in such offering notwithstanding any such opinion, the Company shall only include such lesser amount of Registerable Securities and Additional Securities and the aggregate number of Registerable Securities and Additional Securities to be included in such offering by each Holder and Additional Holder shall be allocated pro rata among the Holders and Additional Holders requesting such holders registration on the basis of the number percentage of shares of Common Stock proposed to be registered the securities held by such holdersHolders and Additional Holders which have requested that such securities be included; provided further, and however, that a registration under this Article 3 pursuant to demand registration rights of any Additional Holders shall be treated as a primary offering for purposes of this clause (ii) with the result that the applicable Additional Holders shall be entitled to the same priority with respect to the Holders to which the Company is entitled as provided above; and (iii) thirdThe Company shall not be required to give notice of, all or effect any registration of Registrable Securities under this Article 3 incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other securities proposed employee benefit or compensation plans. (b) No registration of Registrable Securities effected under this Article 3 shall relieve the Company of its obligations (if any) to be registeredeffect registrations of Registrable Securities pursuant to Article 2.

Incidental Registration. (a1) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any similar or successor form to such forms) whether or not pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice to all holders of Registrable Securities the Investors of its intention to do soundertake such registration, which notice shall be given describing in reasonable detail the proposed registration and distribution and of such Investor’s right to all participate in such holders at least 30 days prior registration under this Section II.2(b) as hereinafter provided. Subject to the date such registration is proposed to be consummated, andother provisions of this Section II.2(b), upon the written request of any such holder each Investor made within 15 7 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered on behalf of by such holder Investor and the intended method of disposition thereof), the Company will shall use all its reasonable efforts to effect the registration under the Securities 1933 Act of all Registrable Securities which the Company has been requested by Investors to be so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included thereinregistered (an “Incidental Registration”), to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED that ifby inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register. Each Investor may, at any time at least two Business Day’s prior to the effective date of the Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. (2) 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 registrationIncidental 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 holder of Registrable Securities participating Investor and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation be permitted to effect delay the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securitiessame period as the delay in registering such other securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d3) If a requested registration pursuant to this section 2.3 an Incidental Registration involves an underwritten offeringUnderwritten Offering, and the sole or the lead managing underwriter Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each holder of Registrable Securities Investor requesting registration) that, in its opinion, the number amount of securities (including Registrable Securities) requested to be included in such registration exceeds the number amount which can be sold in such offering within a commercially reasonable price range without interfering with the successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of shares of such securities which may be included in such offering without such effect), or, in the case of an Incidental Registration not involving an Underwritten Offering, the Company will shall reasonably determine (and notify the Investors), after consultation with an investment banking firm, that the amount of securities (including Registrable Securities) proposed to be sold in such offering exceeds the number which can be sold in such offering within a price range acceptable to the Company, the Company shall include in such registration, to the extent of the number of securities which the Company is so advised can may be sold included in such offeringoffering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to issue and sell register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Investors, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them; and (ii) in the case of a registration initiated by a Person(s) other than the Company or the Investors, (A) first, the securities of the Company to be registered on behalf of such initiating Person(s), (B) second, the securities that the Company proposes to register for its own account, and (C) third, Registrable Securities requested to be registered included in such registration by the holders thereof pursuant Investors and other securities requested to this section 2.3be included by any other Person, allocated pro rata among such holders on the basis of in proportion to the number of shares of Common Stock proposed securities requested to be registered included in such registration by each of them. (4) If the Incidental Registration is, in whole or in part, an Underwritten Offering, any request by Investors under this Section II.2(b) must specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the securities of the Company otherwise being sold through Underwriters under such holders, and (iii) third, all other securities proposed to be registeredregistration.

Incidental Registration. (ai) In addition to, and independent of the rights afforded by Section 1(a), prior to filing with the Commission any Registration Statement (other than a Registration Statement on Form S-4 or S-8 or any successor forms to such Forms) with respect to (A) any public offering by and for the account of the Company of its equity securities or any securities convertible into or exchangeable or exercisable for such equity securities or (B) any public offering by the Company for the account of any holders of equity securities of the Company, of the Company's equity securities or any securities convertible into or exchangeable or exercisable for such equity securities, the Company shall notify each holder of the Registrable Securities of such proposed filing, specifying whether such offering is to be an Underwritten Offering. Any such holder wishing to have any of such holder's Registrable Securities included in such Registration Statement shall promptly (and in any event within 30 days after such notice is given by the Company) give written notice to the Company requesting registration of such holder's Registrable Securities, specifying the number of Registrable Securities requested to be registered and describing the proposed method of disposition thereof, and if the proposed offering is to be an Underwritten Offering and such holder wishes to participate therein, specifying the number of Registrable Securities which such holder wishes to dispose of pursuant to such Underwritten Offering. (ii) If the proposed public offering as to which notice is given by the Company pursuant to Section 1(b)(i) is other than an Underwritten Offering, the Company shall use its reasonable best efforts to register the Registrable Securities requested to be included in its Registration Statement and, in connection therewith, to prepare and make available a Prospectus meeting the requirements of Section 10(a) of the Securities Act for such period as may be required by the Securities Act. (iii) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed time that a Registration Statement as to be consummated, and, upon the written request of any such holder made within 15 days after the receipt of any such which notice (which request shall specify the Registrable Securities intended to be disposed of has been given by such holder and the intended method of disposition thereof), the Company will use all reasonable efforts pursuant to effect the registration under the Securities Act of all Registrable Securities which the Company Section 1(b) has been so requested to register filed by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholdersfiled, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 registrationhas been declared effective, the Company shall may determine for any reason not to register file, or may withdraw, such securitiesRegistration Statement, in either of which events the Company may, at its election, give written notice of such determination shall have no obligation pursuant to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation this Section 1(b) to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf proposed Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringStatement. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time after Commencing on the Effectiveness Datedate hereof, If if the Company at any time proposes to register any of its equity securities determines that it shall file a registration statement under the Securities 1933 Act (other than pursuant a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to section 2.2 or the Company's existing stockholders) on Form ▇-▇any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not for sale for its own account, it will at each such time the Company shall promptly give prompt each Holder written notice of such determination setting forth the date on which the Company proposes to all holders file such registration statement, which date shall be no earlier than thirty (30) days from the date of Registrable Securities such notice, and advising each Holder of its intention right to do so, which notice shall be given to all have Registrable Stock included in such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon registration. Upon the written request of any such holder made within 15 Holder received by the Company no later than twenty (20) days after the receipt date of any such notice (which request the Company's notice, the Company shall specify use its best efforts to cause to be registered under the 1933 Act all of the Registrable Securities intended Stock that each such Holder has so requested to be disposed registered. If, in the written opinion of by such holder and the intended method managing underwriter or underwriters (or, in the case of disposition thereofa non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the Company total amount of such securities to be so registered, including such Registrable Stock, will use all reasonable efforts to effect exceed the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities maximum amount of the Company orCompany's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, if or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering is to the recommended amount; PROVIDED, that if securities are being offered for the account of other shareholders, Persons as well as the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringCompany, such notice of the Company's intention to register such securities reduction shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If not represent a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent greater fraction of the number of securities which intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company is so advised can be sold in such offering, (i) first, over the amount of securities that the Company proposes they intended to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredoffer.

Incidental Registration. (a) At any time after the Effectiveness DateIf, If the Company at any time prior to the effectiveness of the Shelf Registration Statement, the Parent proposes to register any of its equity securities under the Securities Act (other than pursuant by (i) the Registration Statement (as defined in the Merger Agreement) or the Exchange Offer Registration Statement (as defined in the Merger Agreement) or (ii) by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to section 2.2 or the public, on Form ▇-▇S-8, ▇▇▇▇ ▇-▇ or any successor forms form thereto, relating to a stock option plan, stock purchase plan, managing directors' plan, savings or similar plan and other than pursuant to Section 2A), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities Holders of its intention to do so, which notice shall be given to all so and of such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon Holders' rights under this Section 2B. Upon the written request of any such holder Holder made within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition thereof), the Company will Parent will, subject to the terms of this Agreement, use all its reasonable 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 holders Holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Parent proposes to register; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Parent shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, Parent shall give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, registration (but not from its obligation to the rights of pay any holder or holders of Registrable Securities to request that expenses incurred in connection with such registration as provided in Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected as a registration upon request under section 2.2. Notwithstanding this Section 2B shall relieve the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no Parent of its obligation to effect the any registration of Registrable Securities under this section 2.3 unless the securities proposed Section 2A, nor shall any such registration hereunder be deemed to be registered by the Company are have been effected pursuant to be disposed of in an underwritten public offering.Section 2A. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standingi) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 Section 2B involves an underwritten offeringoffering of the securities being so registered, whether or not for sale for the account of the Parent, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall advise inform the Company in writing (with a copy to each holder Holders requesting such registration of Registrable Securities requesting registration) that, in its opinion, belief that the number of securities requested to be so included in such registration exceeds the number which can be sold in (or during the time of) such offering within a commercially reasonable price range (such writing to state offering, then the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company Parent will include in such registration, to the extent of the number of securities which the Company Parent is so advised can be sold in (or during the time of) such offering, (i) first, all securities that proposed by the Company proposes Parent to issue and sell be sold for its own account, (ii) account and second, the Registrable Securities and all other securities held by third parties that had requested to that their securities be registered by the holders thereof pursuant to this section 2.3included in such registration, pro rata among such holders on the basis of the number of shares of Common Stock such securities so proposed to be registered by such holders, sold and (iii) third, all other securities proposed so requested to be registeredincluded by all such selling stockholders.

Incidental Registration. 3.1 After the three (a3) At any time after month anniversary of the Effectiveness Rights Effective Date, If and until the date that is the fifth anniversary of the Rights Effective Date, subject to the other restrictions contained in this Section 3, if the Company at any time proposes proposes, other than pursuant to Section 2, to register any of its equity securities of the Company (collectively, “Other Securities”) for public sale under the Securities Act (other than pursuant whether proposed to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not be offered for sale by the Company or by any other Person) on a form and in a manner which would permit registration of Registrable Securities for its own accountsale to the public under the Securities Act, it will each such time give prompt written notice (which notice shall specify the intended Registration and distribution) to all holders of Registrable Securities Holders of its intention to do soso (such notice, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummatedan “Incidental Notice”), and, and upon the written request of any such holder made Holders delivered to the Company within 15 days five (5) Business Days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), Holders) the Company will use all its commercially reasonable efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereofHolders (a “Piggyback Registration”); provided, on the same terms and conditions as the equity securities of the Company orhowever, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition that: (in accordance with the intended methods thereof as aforesaida) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving such written notice of its intention to register any securities Other 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 such securitiesOther Securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities andHolders, thereuponif they requested registration, and thereupon the Company shall be relieved of its obligation to register any such Registrable Securities in connection with the registration of such registrationOther Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 11), without prejudice, however, to the rights (if any) of any holder or holders of Registrable Securities Holders to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding Section 2; (b) the foregoing, Company will not be required to effect any registration of Registrable Securities pursuant to this Section 3 if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect been advised by the managing underwriter for the offering selected by the Company that, in such firm’s opinion, a registration of Registrable Securities under this section 2.3 unless and other securities of the Company at that time may interfere with an orderly sale and distribution of the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable or materially and adversely affect the price range (such writing to state the basis of such opinion and the approximate number securities; provided, however, that if an offering of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent some but not all of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof Holders and securities of all other Persons having rights to include securities held by them in such registration would not adversely affect the distribution or price of the securities to be sold in the offering in the opinion of such firm, then the Company will include in such offering: first, the Other Securities to be registered for the Company’s account, second, the Registrable Securities requested to be registered pursuant to this section 2.3Section 3, allocated pro rata among such holders the Registrable Securities based on the basis of the number of shares of Common Stock proposed to be registered by such holdersthat the Holders beneficially own as of the date of the Incidental Notice, and (iii) third, all other securities proposed Other Securities requested to be registered.included in such registration; and

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 or a registration on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor or similar forms theretoand the form of registration statement to be used permits the registration of Registrable Securities), whether or not for sale for its own account, it (other than a registration relating to a Qualified Public Offering), then the Company will each such time time, subject to the provisions of Section 2(b), give prompt written notice to all holders of Registrable Securities the Holders of its intention to do soso and of Holders' rights under this Section 2, which notice shall be given to all such holders at least 30 days 15 Business Days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer the Holders the opportunity to include in such registration is proposed to be consummated, and, upon statement such number of Registrable Securities as each Holder may request. Upon the written request of any such holder Holder made within 15 days 10 Business Days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will shall use all its commercially reasonable 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 holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, Holder to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten offering, PROVIDED any such Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Section 5) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion not to register such securities, the Company may, at its election, shall give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(a) involves an underwritten public offering, without prejudiceany such Holder may elect, however, in writing prior to the rights effective date of any holder or holders of Registrable Securities the registration statement filed in connection with such registration, not to request that register such registration be effected as a registration upon request under section 2.2securities in connection with such registration. Notwithstanding the foregoing, if the Initial Shelf The Company will pay all Registration or any Subsequent Shelf Registration is then Expenses in effect, the Company shall have no obligation to effect the connection with each registration of Registrable Securities under requested pursuant to this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringSection 2. (b) If Subject to Section 2(c), if a registration pursuant to this Section 2 involves an underwritten offering and the securities proposed to be registered by managing underwriter advises the Company are to be disposed in writing that, in its opinion, the number of in an underwritten public offering, such notice of equity securities (including all Registrable Securities) which the Company's intention to register such securities shall designate , the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) Holders and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters any other persons intend to include in such underwriting registration exceeds the largest number of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration such maximum number of securities as follows: (i) first, all the securities the Company proposes to sell for its own account in such registration, (ii) second, all Registrable Securities which the Company has been so requested to register pursuant be included in such registration by the Holders shall be limited to this section 2.3such extent and shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities then held by each such Holder, it being understood provided that any such amount thereby allocated to any such Holder that exceeds such Holder's request shall be reallocated among the remaining requesting Holders in like manner and (iii) third, the number of such other securities requested to be included in such registration by the holders thereof shall be limited to such extent and, subject to any rights of such Registrable Securities holders, shall have no right to select different underwriters for be allocated pro rata among all such holders on the disposition basis of their Registrable Securitiesthe relative number of such securities then held by each such holder. (c) No registration effected under this section 2.3 shall relieve If any holder of Common Stock, Common Stock Equivalents or other equity securities of the Company from its obligation to effect registrations upon request under section 2.2 or to effect other than the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If Holders makes a requested or demand registration, (the "Requesting Holder") and such requested or demand registration pursuant to this section 2.3 involves an underwritten offering, offering and the managing underwriter shall advise advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including Registrable Securities) exceeds the largest number of securities which can be sold in without reasonably expecting to have an adverse effect on such offering within a commercially reasonable offering, including the price range (at which such writing to state securities can be sold, the basis number of such opinion and the approximate number of shares of securities which may to be included in such offering without registration shall be reduced to such effect)extent, and the Company will shall include in such registration, to the extent of the registration such maximum number of securities which the Company is so advised can be sold in such offering, as follows: (i) first, the number of such securities requested to be included in such registration by the Requesting Holder shall be limited to such extent, and shall be allocated pro rata between them on the basis of the relative number of such securities then held by the Requesting Holder; provided that any such amount thereby allocated to any such holder that exceeds such holder's request shall be reallocated on a pro rata basis to the Company proposes to issue other remaining Requesting Holders, and sell for its own account, (ii) second, Registrable Securities the number of securities requested to be registered included in such registration by the holders thereof pursuant Holders shall be limited to this section 2.3, such extent and shall be allocated pro rata among all such holders Holders on the basis of the relative number of shares of Common Stock proposed such securities then held by each such Holder; provided that any such amount thereby allocated to any such Holder that exceeds such Holders request shall be registered by such holders, and (iii) third, all other securities proposed to be registeredreallocated among the remaining requesting Holders in like manner.

Incidental Registration. (a) At If (but without any time after the Effectiveness Date, If obligation to do so) the Company at any time proposes to register for its own account any of its equity capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than pursuant a registration relating solely to section 2.2 the sale of securities to participants in a Company share option plan, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or on Form ▇-▇, ▇▇▇▇ ▇-▇ a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered or any successor forms theretoa transaction under Rule 145 of the Act), whether or not for sale for its own accountthe Company shall, it will at such time, promptly give each such time give prompt Holder written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon registration. Upon the written request of any such holder made each Holder given within 15 twenty (20) days after the receipt mailing of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will in accordance with Section 15.5 the Company shall, subject to the provisions of Section 8, use all its reasonable efforts to effect the registration cause to be registered under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so that each such Holder has requested to be registered; PROVIDED, PROVIDED HOWEVER, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in 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 holder the Holders, and (i) in the case of Registrable Securities and, thereupona determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration and (ii) in the case of a determination to delay registering, without prejudiceshall be permitted to delay registering any Registrable Securities, however, to for the rights of any holder or holders of Registrable Securities to request that same period as the delay in registering such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringother securities. (b) If the securities proposed to be registered Any registration by holders of Registrable Securities in a registration by the Company are to shall be disposed of in an underwritten public offering, such notice of accordance with the Company's intention to register such securities shall designate the proposed underwriters plan of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securitiesdistribution. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (a) At any time after Notwithstanding the Effectiveness Dateprovisions of Article 5.1 of this Agreement, If if the Company at any time during the Exercise Period proposes to register any of its equity securities Common Stock under the Securities Act (on a form appropriate for the registration of the Restricted Stock for public offering by the holders thereof other than pursuant to section 2.2 or a registration on Form ▇-▇S-8, ▇▇▇▇ ▇-▇ or any successor or similar forms thereto), whether or a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of stock or assets of another person) and there is then not for sale for its own accountan effective registration statement covering the shares of Common Stock to be issued upon exercise of the Warrants, it will each such time give prompt written notice to all the holder of this Warrant and any holders of Registrable Securities Restricted Stock (the holders of Restricted Stock are sometimes referred to herein as the "Eligible Holders") of its intention so to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon the written request of any such holder made from Eligible Holders given within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereofof such securities by such Eligible Holder), the Company will use all reasonable its best efforts to effect the registration cause all or any (but not less than 1,000 shares if less than all) Restricted Stock held by such Eligible Holder or which such Eligible Holder is then entitled to acquire pursuant to a Warrant to be registered under the Securities Act of Act, all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required requisite to permit the sale or other disposition (in accordance with the intended methods thereof thereof, as aforesaid) aforesaid by such Eligible Holder); provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the Registrable Securities so such other securities originally proposed to be registered. If an offering pursuant to this Article is to be made through underwriters, PROVIDED that ifthe managing underwriter may, at any time after giving written notice of if in its intention to register any securities and prior reasonable opinion marketing factors so require, limit (pro rata according to the effective date market value of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by each) the Company are to be disposed number of in an underwritten public offering. (bor eliminate entirely from the offering all of the) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to eligible Holders may register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable SecuritiesArticle. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registered.

Incidental Registration. (ai) At any time after following the Effectiveness second anniversary of the Closing Date, If the Company at any time if TriPath proposes to register any file a Registration Statement with the SEC for a public offering and sale of its equity the securities under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), whether or not for sale of TriPath either for its own accountaccount or the account of a security holder or holders pursuant to demand registration rights (a "Requesting Security Holder"), it will each will, prior to such time filing, give prompt written notice to all holders of Registrable Securities Quest Diagnostics of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, so and, upon the written request of any such holder made Quest Diagnostics given within 15 ten (10) trading days after the receipt of any TriPath provides such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereofof the Warrant Shares and include only such number of Warrant Shares that TriPath may then sell in accordance with Section 4.2 hereof), the Company will TriPath shall use all its commercially reasonable efforts to effect the registration cause all Warrant Shares that TriPath has been requested by Quest Diagnostics to register to be registered under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required necessary to permit the their sale or other disposition (in accordance with the intended methods thereof as aforesaid) of distribution specified in the Registrable Securities request of Quest Diagnostics; provided, however, that notwithstanding the specified method of distribution, in no circumstance will TriPath be required to effect or participate in any distribution by means of an underwriting and shall do so only in its sole discretion; and provided further, however, that TriPath shall have the right to be registered, PROVIDED that if, postpone or withdraw any registration effected pursuant to this Section 4.1.2 at any time before it becomes effective or withdraw, postpone or terminate the offering after giving written notice of its intention it becomes effective without regard to register whether Quest Diagnostics has requested TriPath to include Warrant Shares in such registration and without 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its further obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringQuest Diagnostics. (bii) In connection with any offering under this Section 4.1.2 involving an underwriting, TriPath shall not be required to include any Warrant Shares in such underwriting unless Quest Diagnostics accepts the terms of the underwriting as agreed upon between TriPath and the underwriters selected by it. If in the securities proposed to be registered by opinion of the Company are to be disposed managing underwriter of in an underwritten offering the inclusion in such underwritten distribution of all, or part of, the Warrant Shares would materially and adversely affect such public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company then TriPath will include in such registration, to the extent of the number of securities which the Company that TriPath is so advised can be sold in such offering, (iA) first, securities that the Company TriPath proposes to issue and sell for its own account, (iiB) second, Registrable Securities securities a Requesting Security Holder proposes to sell (whether through the exercise of demand or incidental registration rights), (C) third, up to the full number of Warrant Shares that TriPath has been requested to be registered register, and (D) fourth, any other securities of TriPath included in such registration by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredthereof.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time (other than pursuant to Section 3.3 or Section 3.5) proposes to register any of its equity securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than pursuant except with respect to section 2.2 or registration statements on Form Forms ▇-▇, ▇▇▇▇ ▇-▇ or any successor to such forms theretoor another form not available for registering the Registrable Securities for sale to the public and, except with respect to the Company’s first registration statement including securities to be sold on its behalf to the public in an underwritten pubic offering), whether or not for sale for its own account, it will each such time it will promptly give prompt written notice to all holders of the Registrable Securities of its intention so to do so, which notice shall be given to all such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon do. Upon the written request of any such holder made holder, received by the Company within 15 thirty (30) days after the receipt giving of any such notice (which request shall specify by the Company, to register any or all of its Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Securities, the Company will use all its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of cause the Registrable Securities so as to be registered, 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 which registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such the securities to be covered by the registration exceeds statement proposed to be filed by the number which can be sold Company, all to the extent requisite to permit the sale or other disposition by the holder (in such offering within a commercially reasonable price range (such writing to state the basis accordance with its written request) of such opinion and Registrable Securities so registered. If the approximate number registration of shares of securities which may be included in such the Company gives notice is for a registered public offering without such effect)involving an underwriting, the Company will include shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 3.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 3.4 shall be conditioned upon such holder’s participation in such registration, underwriting to the extent provided herein. All holders of the number of Registrable Securities proposing to distribute their securities which through such underwriting shall (together with the Company is so advised can be sold and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in such offering, (i) first, securities that customary form with the Company proposes to issue and sell underwriter or underwriters selected for its own account, (ii) second, Registrable Securities requested to be registered underwriting by the holders thereof pursuant to Company. Notwithstanding any other provision of this section 2.3Section 3.4, pro rata among such holders if the underwriter determines that marketing factors require a limitation on the basis of the number of shares of Common Stock proposed to be registered underwritten, such limitation will be imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggy back”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right. The Company shall be obligated to include in such registration statement only such limited portion of Registrable Securities with respect to which such holder has requested inclusion hereunder. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3.4 without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by such holders, written notice to the Company and (iii) third, all the underwriter. Any Registrable Securities or other securities proposed to excluded or withdrawn from such underwriting shall be registeredwithdrawn from such registration.

Incidental Registration. (a) At any time after Subject to Section 7 and the Effectiveness Dateother terms and conditions set forth in this Section 3, If the Company if at any time proposes to register any of its equity securities 180 days after this Agreement the Company determines that it shall file a registration statement under the Securities Act (other than pursuant to section 2.2 or a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or any S-8 (or successor forms thereto), whether ) or not filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) for the sale of shares of Common Stock for its own accountaccount or for the account of any third party (a "Selling Securityholder"), it will the Company shall each such time promptly give prompt each Holder written notice of such determination setting forth the date on which the Company proposes to all holders of Registrable Securities of its intention to do sofile such registration statement, which notice date shall be given to all such holders at least no earlier than 30 days prior to from the date of such registration is proposed notice, and advising such Holders of their right to be consummated, and, upon have any Registrable Stock beneficially owned by them included in such registration. Upon the written request of any such holder made within Holder received by the Company no later than 15 business days after the receipt date of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Company's notice, the Company will shall use all reasonable its best efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities which the Company Stock that each such Holder has been so requested to register be registered. The Company, in its sole discretion shall appoint the underwriters, if any, for any registration covered by this Section 3 in the case of a sale by the holders thereof, on the same terms and conditions as the equity securities Company of the Company or, if such offering shares of Common Stock for its own account. (b) The Company's obligation to include Registrable Stock in a registration statement pursuant to Section 3(a) above is for the account of other shareholders, the equity securities included therein, subject to the extent required to permit the disposition following limitations: (in accordance with the intended methods thereof as aforesaidi) of the Registrable Securities so to be registered, PROVIDED that ifIf, at any time after giving written notice of its intention determination to register any securities shares of Common Stock for its own account or for the account of a Selling Securityholder and prior to the effective date of the any registration statement filed in connection with such registration, the Company or such Selling Securityholder shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Holders and thereupon the Company shall be relieved of its obligation to use any efforts to register any Registrable Securities Stock in connection with such aborted registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (bii) If the securities proposed Registrable Stock registered in accordance with this Section 3 is to be registered by the Company are to be disposed of sold in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an firm commitment underwritten offeringofferings, and the sole or managing underwriter shall advise underwriter, as the Company in writing (with a copy to each holder case may be, of such underwritten offering advises the Company, the Selling Securityholder and the Holders of Registrable Securities requesting registration) Stock to be included in such registration that, in its opinion, the number total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount (the "Maximum Offering Size") of the Company's securities that can be marketed (1) at a price reasonably related to the then current market value of such securities or (2) without otherwise materially and adversely affecting the entire offering, then the Company shall include in such registration, in the following priority up to the Maximum Offering Size: (x) first, all of the securities proposed to be registered for offer and sale by the Company or the Selling Securityholder, as the case may be, and (y) second, all of the Registrable Stock requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof Holders pursuant to this section 2.3Section 3, allocated, if necessary, for such offering not to exceed the Maximum Offering Size, pro rata among the Holders requesting registration of such holders Registrable Stock on the basis of the relative number of shares of Registrable Stock each such Holder has requested to be included in such registration. (c) In connection with any registration of the Company's Common Stock, under Section 2 or 3 hereof, and upon the written request of the underwriters managing any underwritten offering of the Common Stock, each Holder agrees not to effect any sale, disposition or distribution of any Common Stock proposed (other than that included in any such registration or other than a private sale to be registered by another Original Owner or, subject to Section 9 of this Agreement, a third party in a transaction that involves the transfer of one or more shares of Special Voting Preferred Stock) or securities exercisable for or convertible or exchangeable into Common Stock without the prior written consent of such holdersunderwriters during the 30-day period prior to, and (iiithe 90-day period beginning on, the effective date of any registration statement to which Section 2(a) third, all other securities proposed to be registeredor 3(a) applies.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any shares of its equity securities Class A Common Stock under the Securities Act (other than an Exchange Registration or registrations on such form(s) solely for registration of shares of Class A Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoSection 2.2(a), whether or not for sale for its own account, it the Company will each such time give prompt written notice to all holders each holder of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the date initial filing of such registration is proposed statement with the SEC of its intent to be consummated, and, upon file such registration statement and of such holder’s rights under this Section 2.3. Upon the written request of any such holder of Registrable Securities made within 15 20 days after the receipt of any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofholder), the Company will use all reasonable its best efforts to effect the registration (an “Incidental Registration”) under the Securities Act of all Registrable Securities which the Company Company, as the case may be, has been so requested to register by the holders thereof; provided, on the same terms and conditions as the equity securities of the Company orhowever, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, 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 registrationIncidental 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 holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 2.3 in connection with such registration, without prejudice, however, and (b) in the case of a determination to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effectdelay registration, the Company shall have no obligation be permitted to effect the registration of delay registering any Registrable Securities under this section Section 2.3 unless during the period that the registration of such other securities proposed to be registered by the Company are to be disposed of in an underwritten public offeringis delayed. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one sole or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise of a registration advises the Company in writing (with a copy to each holder that in its opinion the number of Registrable Securities requesting registration) that, in its opinion, the number of and other securities requested to be included in such registration exceeds the number of Registrable Securities and other securities which can be sold in such offering within a commercially reasonable without adversely affecting the distribution of the securities being offered, the price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may that will be included paid in such offering without such effect)or the marketability thereof, the Company will include in such registration, to registration the extent Registrable Securities and other securities of the number Company in the following order of securities which the Company is so advised can be sold in such offering, priority: (i) first, the greatest number of securities of the Company proposed to be included in such registration by the Company for its own account and by holders of Other Registration Rights that have priority over the Incidental Registration rights granted to holders of Registrable Securities under this Agreement, which in the opinion of such underwriters can be so sold; and (ii) second, after all securities that the Company proposes to issue and sell register for its own accountaccount or for the accounts of holders of Other Registration Rights that have priority over the Incidental Registration rights under this Agreement have been included, (ii) second, the greatest amount of Registrable Securities and securities having Other Registration Rights that are pari passu with Registrable Securities, in each case requested to be registered by the holders thereof which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, ratably among the holders of Registrable Securities (whether requested or required to be registered pursuant to Sections 2.1, 2.2 or 2.3) and securities subject to such Other Registration Rights based on the respective amounts of Registrable Securities and securities subject to such Other Registration Rights held by each such holder. (c) Upon delivering a request under this Section 2.3, a Black Canyon Entity will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company with respect to such Black Canyon Entity’s securities to be registered pursuant to this section Section 2.3 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Black Canyon Entity will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Black Canyon Entity’s behalf with respect to the matters specified therein. Such Black Canyon Entity also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 2.3. (d) Notwithstanding anything to the contrary herein, pro rata among such holders on after the basis of time the number of Company has caused to become effective an Exchange Registration, covering all shares of Common Stock proposed to be registered by such holderspursuant to Section 2.1 hereof, and (iii) thirdcontinuing for so long as such Exchange Registration remains effective and available for use, all other securities proposed any Black Canyon Entity that is not an “affiliate” of the Company for purposes of Rule 144 shall not have the right to participate in any Incidental Registration rights pursuant to this Section 2.3, except to the extent the shares to be registeredregistered and offered pursuant to such Incidental Registration will be an underwritten offering.

Incidental Registration. (a) At any time after the Effectiveness DateIf, If the Company at any time during the Term, the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 or on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto)Act, whether or not for sale for its own account, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (other than pursuant to a registration statement filed pursuant to Rule 415 under the Securities Act), it will each such time give prompt written notice to all holders of Stockholders who then hold Registrable Securities of its intention to do so, which notice shall be given to all describing such holders at least 30 days prior to securities and specifying the date form and manner and the other relevant facts involved in such registration is proposed to be consummatedregistration, and, and upon the written request of any such holder made Stockholder delivered to the Company within 15 thirty (30) days after the receipt giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Stockholder, which shall not be less than the greater of (x) fifty thousand (50,000) shares of Registrable Securities (as such minimum number may be adjusted pursuant to Section 6.1(iii) below) or (y) the number of shares of Registrable Securities then owned by such Stockholder, and the intended method of disposition thereof), the Company will use all its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included thereinStockholder, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED that provided that: (i) if, at any time after giving written such notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, Selling Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company but not from its obligation to effect registrations upon request under section 2.2 or to effect pay the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1.Expenses in connection therewith); and (dii) If a requested if the registration pursuant to this section 2.3 so proposed by the Company involves an underwritten offeringoffering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) by letter that, in its opinion, the number distribution of all or a specified portion of the Registrable Securities which the Selling Stockholders have requested the Company to register in accordance with this Section 6.1 concurrently with the securities requested to be included in being distributed by such registration exceeds underwriters could adversely affect the number which can be sold in distribution of such offering within a commercially reasonable price range securities by such underwriters (such writing letter to state the basis reasons therefor), then the Company will promptly furnish each Selling Stockholder with a copy of such opinion letter and the approximate Company (iii) the minimum number of shares of securities which may specified in Section 6.1(x) above shall be included appropriately adjusted in such offering without such effect)the event that, subsequent to [INSERT DATE OF THE MERGER AGREEMENT] the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of outstanding shares of Common Stock proposed of the Company shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through a reorganization, recapitalization, stock split, reverse stock split or other similar change in the Company's capitalization; (iv) if a Stockholder decides not to include all of its Registrable Securities in any registration statement filed by the Company pursuant to this Article VI, such Stockholder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement(s) as may be registered filed by such holders, and (iii) thirdthe Company with respect to offerings of securities, all other securities proposed upon the terms and conditions set forth herein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to be registeredthis Section 6.1.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 Section 5.01) any of its authorized but unissued shares of Company Common Stock or any other shares of Company Common Stock under the Securities Act on a form other than Form ▇-▇, ▇▇▇▇ ▇-▇ or pursuant to any successor forms theretodividend reinvestment plan and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall, on each such occasion (including the occasion of the registration effected in connection with the 1998 Offering), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall be given to all describing such holders at least 30 days prior to securities and specifying the date form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration is proposed to will be consummated, in connection with an underwritten offering of Company Common Stock and, upon if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting). Upon the written request of any such holder made of Registrable Securities delivered to the Company within 15 days after the receipt of any such notice shall have been given to such holder (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will shall use all reasonable its best efforts to effect the registration under the Securities Act Act, as expeditiously as is reasonable, of all Registrable Securities which that the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included thereinRegistrable Securities, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, PROVIDED that however, that: (i) if, at any time after giving such written notice of its intention to register any of such 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 such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, that has requested to register Registrable Securities and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith to the extent provided in Section 5.02(b)), without prejudice, however, to the rights of any holder one or more holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. Notwithstanding Section 5.01; (ii) if (A) the foregoingregistration so proposed by the Company involves an underwritten offering of the securities so to be registered, if to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, managing underwriter of such underwritten offering selected by the Company shall have no obligation advise the Company that, in its judgment, the number of securities proposed to be included in such offering by the Company (for purposes of this Section 5.02(a), "Company Securities") and the number of shares of Registrable Securities proposed to be included in such offering by the holder or holders thereof should be limited due to market conditions, then the Company shall promptly advise each such holder of Registrable Securities thereof and may require, by written notice to each such holder accompanying such advice, that, to the extent necessary to meet such limitation, all holders of Registrable Securities proposing to sell shares of Registrable Securities in such offering shall share pro rata in the number of shares of Registrable Securities to be excluded from such offering, such sharing to be based on the respective numbers of shares of Registrable Securities as to which registration has been requested by such holders, and that the distribution of such Registrable Securities as are so excluded be deferred (in case of a deferral as to a portion of such Registrable Securities, such portion to be allocated among such holders in proportion to the respective numbers of shares of Registrable Securities so requested to be registered by such holders) until the completion of the distribution of such securities by such underwriters, provided, however, that Registrable Securities shall, if requested by the Stockholders, constitute a minimum of 20% of the total amount of shares of Company Common Stock to be sold in any offering; (iii) the Company shall not be obligated to effect the any registration of Registrable Securities under this section 2.3 unless Section 5.02 that is incidental to the registration of any of its securities proposed in connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan; (iv) with respect to be registered by the 1998 Offering, only an Original Stockholder may include its Registrable Securities in such offering, subject to the other limitations of this Agreement, and the Company are shall not be obligated to be disposed effect the registration of in an underwritten public offeringmore than 1,500,000 Registrable Securities of any Original Stockholder pursuant to this Section 5.02. No registration of Registrable Securities effected under this Section 5.02 shall relieve the Company of its obligation to effect registrations of Registrable Securities upon the request of one or more holders pursuant to Section 5.01. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which There shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register no registration obligation pursuant to this section 2.3, it being understood Section 5.02 with respect to shares of Company Common Stock that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their are not Registrable Securities. (c) No The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration by it pursuant to this section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by such holders, and (iii) third, all other securities proposed to be registeredSection 5.02.

Incidental Registration. (a) At any time after the Effectiveness Date, If the Company at any time proposes to register any of its equity securities under the Securities Act (other than pursuant to section 2.2 or (x) by a registration on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or S-8 or any successor forms theretoor similar forms) or (y) pursuant to Section (A), ) whether or not for sale for its own accountaccount or for the account of the holder or holders of any other shares of the Company’s common stock, it will each such time give prompt written notice to all holders the Holder of Registrable Securities of its intention to do so, which notice shall be given to all so and of such holders at least 30 days prior to the date such registration is proposed to be consummated, and, upon Holder’s rights under this Section (B). Upon the written request of any such holder made within 15 twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use all reasonable its best efforts to effect the registration under the Securities Act of the resale of all Registrable Securities which the Company has been so requested to register register, by inclusion of such Registrable Securities in the holders thereof, on registration statement which covers the same terms and conditions as the equity securities of which the Company or, if such offering is for the account of other shareholders, the equity securities included therein, proposes to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED register; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to request that such registration be effected. No registration effected as a under this Section (B) shall relieve the Company of its obligation to effect any registration upon request under section 2.2Section (A), nor shall any such registration hereunder be deemed to have been effected pursuant to Section (A). Notwithstanding the foregoing, if the Initial Shelf The Company will pay all Registration or any Subsequent Shelf Registration is then Expenses in effect, the Company shall have no obligation to effect the connection with each registration of Registrable Securities under pursuant to this section 2.3 unless the securities proposed to be registered by Section (B). If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section (B) and such securities are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered distributed by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be or through one or more underwriting firms of recognized national standing) and shall contain underwriters, the Company's agreement to use all reasonable effortsCompany will, if requested to do soby any holder of Registrable Securities as provided in this Section (B), use its best efforts to arrange for such underwriters to include in such underwriting all the Registrable Securities which to be offered and sold by such holder among the Company has been so requested securities to register pursuant to this section 2.3be distributed by such underwriters, it being understood provided that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an underwritten offering, and if the managing underwriter of such underwritten offering shall advise inform the Company in writing (with a copy to each holder and holders of the Registrable Securities requesting registration) that, in its opinion, the number such registration and all other holders of any securities requested to be included in such registration exceeds the number which can be sold in respect of such underwritten offering, by letter of its belief that inclusion in such offering within distribution of all or a commercially reasonable price range specified number of the securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing letter to state the basis of such opinion belief and the approximate number of shares of such Registrable Securities and such other securities which may be included in such offering distributed without such effect), then the Company will include may, upon written notice to all holders of such Registrable Securities and holders of such other securities, reduce pro rata (if and to extent stated by such managing underwriter to be necessary to eliminate such effect) all securities that have been requested be included in such registration statement by the holder thereof so that the resultant aggregate number of such securities so included in such registration, to the extent of together with the number of securities which the Company is so advised can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by included in the holders thereof pursuant registration for the account of the Company, shall be equal to this section 2.3, pro rata among such holders on the basis of the number of shares of Common Stock proposed to be registered by securities in such holders, and (iii) third, all other securities proposed to be registeredmanaging underwriter’s letter.