Common use of Incidental Registration Clause in Contracts

Incidental Registration. If the Corporation at any time proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders of its intention to do so. Upon the written request of any Holder, given within ten (10) days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If the Corporation Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 30 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are the number of shares of Restricted Stock to be included in such an underwriting may be reduced (up to 100% in the underwriting on the same terms and conditions as the shares case of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything an initial public offering and, to the contrary contained in this Section 8.1(c)extent such shares are requested for inclusion, if there is a firm commitment underwritten offering of securities to not less than 30% of the Corporation pursuant to total offering in the case of a registration statement covering Registrable Securities subsequent public offering) if and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during extent that the period of distribution managing underwriter shall be of the Corporation’s opinion that such inclusion would adversely affect the marketing of the securities to be sold by such underwriters and the period in which the underwriting syndicate participates in the after marketCompany therein; provided, however, that the Holder, in any event, -------- ------- such reduction shall be entitled applied first to sell its Registrable Securities commencing on the 180th day after Restricted Stock requested to be included by the effective date Junior Rights Holders (but in no event shall the number of shares of Restricted Stock of the Junior Rights Holders be less than the lesser of (i) 50% of the number of shares of Restricted Stock included in such an underwriting, or (ii) all shares of Restricted Stock requested by the Junior Rights Holders to be included in such registration statement), and then to the Restricted Stock requested to be included by the Senior Rights Holders, in such manner that the shares to be sold shall be allocated among the selling Senior Rights Holders pro rata based on their ownership of Restricted Stock, and provided further 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, the Junior Rights Holders or requesting Senior Rights Holders holding 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. If the Corporation Company at any time (other than pursuant to Section 3 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Form S-4 or S-8 or S-4 or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice at such time to the Holders all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any Holdersuch holder, given within ten twenty (1020) days after receipt of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities its Restricted Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock, as to which registration has shall have been so requested requested, to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Restricted Stock so registered; provided, however, that nothing herein shall prevent the Company from abandoning or delaying such registration at any time; provided, further, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. If In the event that any registration pursuant to this Section 8.1(c) is4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder holder pursuant to this Section 8.1(c) 4 to register Registrable Securities must Restricted Stock shall specify that such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. If a proposed registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion the number of shares of Common Stock requested to be included in the proposed registration exceeds that number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such offering as contemplated by the Company, then the Company will include in the proposed registration (i) first, 100% of the shares of Common Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Common Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Common Stock that holders of Restricted Stock have requested to be included in the proposed registration, such amount to be allocated pro rata among all requesting holders on the basis of the relative number of shares of Common Stock then held by each such holder (provided that any shares thereby allocated to any such holder that exceed such holder's request will be reallocated among the remaining requesting holders in like manner). Notwithstanding anything to the contrary contained in this Section 8.1(c)Agreement, if in the event that there is a firm commitment underwritten public offering of securities of the Corporation Company pursuant to a registration statement covering Registrable Securities Restricted Stock and such Holder a holder of Restricted Stock does not elect to sell its Registrable Securities his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such Holder will holder shall refrain from selling such Registrable Securities Restricted Stock during the period of distribution of the Corporation’s Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holdersuch holder shall, in any event, shall be entitled to sell its Registrable Securities Restricted Stock commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If (a) Whenever the Corporation Company proposes to file a Registration Statement at any time proposes and from time to register any of its Common Stock under the Securities Act for sale time, it will, prior to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders all Investors of its intention to do so. Upon so and, upon the written request of any Holder, such Investor(s) given within ten thirty (1030) days after receipt of any the Company provides such notice, to register any of such Holder’s Registrable Securities notice (which request must shall state the intended method of disposition thereofof such Registrable Shares), the Corporation will Company shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)to cause all Registrable Shares which the Company has been requested by such Investor(s) to cause the Registrable Securities as to which registration has been so requested register to be included in registered under the securities to be covered by the registration statement proposed to be filed by the Corporation, all Securities Act to the extent requisite necessary to permit the their sale or other disposition by such Holder (in accordance with its written request) the intended methods of distribution specified in the request of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(cInvestor(s), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the HolderCompany shall have the right to postpone or withdraw -------- ------- any registration effected pursuant to this Article III, Section 2 without obligation to any Investor. (b) In connection with any registration under this Article III, Section 2 involving an underwriting, the Company shall not be required to include any Registrable Shares in any eventsuch registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If in the opinion of the managing underwriter it is desirable because of marketing factors to limit the number of Registrable Shares to be included in the offering, then the Company shall be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes should be included therein; provided, however, that no persons or entities other than the -------- ------- Company, the Investors and other persons or entities holding registration rights shall be permitted to include securities in the offering and provided further that no other person or entities holding registration rights shall be entitled to sell its include any securities in the offering until, and only to the extent that, all Registrable Securities commencing on that the 180th day after Investors have requested to be included are so included. If the effective date number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the Investors have requested to be included, then the Investors who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all securities convertible thereunto). If any holder (in the case of more than one Investor) would thus be entitled to include more securities than such registration statementholder requested to be registered, the excess shall be allocated among other requesting holders pro rata in the manner described in the preceding sentence.

Incidental Registration. If (a) Notwithstanding Section 2.1(a) of this Agreement and Section 1.2(c) of the Corporation Stockholder Agreement between Stockholder and the Company dated as of even date herewith, if at any time after the first anniversary of the Closing, the Company proposes to register (for its own account, on behalf of its stockholders, or a combination of the foregoing) any of its Common Stock common stock under the Securities 1933 Act in connection with a public offering of such common stock solely for sale cash (other than pursuant to an Excepted Registration Statement) the publicCompany shall, whether for its own account or for at such time, give the account Stockholder notice of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders of its intention to do soregistration. Upon the written request of any Holderthe Stockholder, given within ten (10) days after receipt notice has been given by the Company in accordance with Section 9.1, the Company shall, subject to Section 4, cause to be registered under the 1933 Act all of the Stockholder Shares that the Stockholder has requested to be registered. Nothwithstanding the foregoing, if, at any such notice, time after giving written notice of its intention to register any securities and prior to the effective time of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offeringregistration, the Company shall determine for any reason not to register or to delay registration of such Holder will refrain securities, the Company may, at its election, give written notice of such determination to Stockholder and (i) in the case of determination not to register, shall be relieved of its obligation to register any Stockholder Shares in connection with such registration (but not from selling such Registrable Securities during the period of distribution any obligation of the Corporation’s securities by such underwriters and the period Company to pay any Registration Expenses (as defined in which the underwriting syndicate participates in the after market; providedSection 7 below)), without prejudice, however, to the rights of Stockholder to request that such registration be effected pursuant to Section 2.1 above and (ii) in the Holder, in any eventcase of a determination to delay registering, shall be entitled relieved of its obligation to sell register any Stockholder Shares for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its Registrable Securities commencing on the 180th day after the effective date of such obligation to effect any registration statementupon request under Section 2.1.

Incidental Registration. If (a) Whenever the Corporation Company proposes to file a Registration Statement at any time proposes and from time to register any of its Common Stock under the Securities Act for sale time, it will, prior to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders Investor of its intention to do so. Upon the written request of any Holder, the Investor given within ten (10) 20 days after receipt of any the Company provides such notice, to register any of such Holder’s Registrable Securities notice (which request must shall state the intended method of disposition thereofof such Registrable Shares), the Corporation will Company shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause all Registrable Shares which the Registrable Securities as to which registration Company has been so requested by the Investor to register to be included in registered under the securities to be covered by the registration statement proposed to be filed by the Corporation, all Securities Act to the extent requisite necessary to permit the their sale or other disposition by such Holder (in accordance with the intended methods of distribution specified in the request of the Investor; provided that the Company shall have the right to postpone or withdraw any registration initiated pursuant to this Section 2.1 without obligation to the Investor. (b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Investor as a part of the written notice given pursuant to Section 2.1(a). In such event, (i) the right of the Investor to include its written request) of Registrable Shares in such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, 2.1 shall be conditioned upon the Investor’s participation in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms set forth herein and conditions as (ii) the Investor, if it desires to include Registrable Shares in such registration, shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Investor materially greater than the obligations of the Investor pursuant to Section 2.4. If the Investor disapproves of the terms of the underwriting, it may elect, subject to the terms of any power-of-attorney and/or custody arrangements it may have entered into, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then (x) first the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering held by holders of securities of the Corporation pursuant to a registration statement covering Registrable Securities Company other than the Investor, Sky and the Other Individual Holder (but not including the Company) shall be excluded from such Holder does not elect to sell its Registrable Securities Registration Statement and underwriting to the underwriters extent deemed advisable by the managing underwriter, and (y) if a further reduction of securities in connection with such offeringthe number of shares is required, the number shall be so reduced (A) first by reducing the number of shares to be included by the Investor and the Other Individual Holder, such Holder will refrain from selling reduction to be made in such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates proportions between them so that they are each able to include shares in the after market; providedRegistration Statement pro rata in accordance with the number of Registrable Shares then held by each of them, howeverand (b) second, if a further reduction is required, by reducing the number of shares that the Holder, in any event, shall may be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementincluded by Sky.

Incidental Registration. 11.1 If the Corporation Company at any time proposes shall determine to register any prepare and file with the Commission a Registration Statement relating to an offering of its Common Stock under the Securities Act for sale to the publicequity securities, whether for its own account or for the account of other security holders or both others (except with respect to registration statements on Form F-4, Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the all Holders of Registrable Securities of its intention so to do sodo. Upon The Company shall, upon the written request of any such Holder, given received by the Company within ten (10) 10 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s its Registrable Securities (which request must state the intended method of disposition thereof)Securities, the Corporation will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement Registration Statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the Holders of such Registrable Securities. Notwithstanding the above, Registrable Securities so registered. If shall be included in such Registration Statement only to the extent that their inclusion will not: (i) limit the number of securities sought to be included by the Company for its own account or pursuant to the Company’s agreements with other shareholders; (ii) in the opinion of the Company, reduce the offering price or trading price of the Company’s Ordinary Shares; or (iii) cause the Registration Statement to exceed any limit as may be mandated by the Commission or by applicable regulation. 11.2 In the event that any registration pursuant to this Section 8.1(c) is3, shall be, in whole or in part, an underwritten public offering offering, and the managing underwriter advises the Company that the inclusion of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register or all of the Registrable Securities must specify that such Registrable Securities are proposed to be included in such registration could interfere with the underwriting on successful marketing (including pricing) of the same terms and conditions as offering, then the shares size of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything the offering shall be reduced accordingly with any reduction applied first to the contrary contained Registrable Securities proposed to be registered and thereafter to securities of other shareholders proposed to be registered. 11.3 Notwithstanding the foregoing provisions, the Company may withdraw any Registration Statement referred to in this Section 8.1(c), if there is a firm commitment underwritten offering of securities 3 without thereby incurring any liability to the Holders of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementSecurities.

Incidental Registration. If the Corporation (a) Subject to Section 5.09, if at any time proposes the Company determines that it shall file a registration statement under the Exchange Act for the registration of Company Common Stock (other than 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 register 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 behalf of selling holders of its securities for the general registration of Company Common Stock under to be sold for cash, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), Company shall each such time it will promptly give the Stockholder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 15 days from the Holders date of such notice, and advising the Stockholder of its intention right to do sohave Registrable Stock included in such registration. Upon the written request of any Holder, given within ten (10) Holder received by the Company no later than 15 days after receipt the date of any such the Company's notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will Company shall use its commercially all reasonable efforts (as set forth in Section 8.1(d)) to cause to be registered under the Securities Act all of the Registrable Securities as to which registration Stock that each such Holder has been so requested to be included registered. (b) If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total amount of such securities to be covered by so registered, including such Registrable Stock, will exceed the registration statement proposed to maximum amount of the Company's securities which can be filed by the Corporation, all marketed (i) at a price reasonably related to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) then current market value of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(csecurities, or (ii) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in without otherwise materially and adversely affecting the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such entire offering, such Holder will refrain from selling such Registrable Securities during then the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, Company shall be entitled to sell its reduce the number of shares of Registrable Securities commencing on Stock to be sold in such offering by the 180th day after Holders and any other stockholder of the effective date Company hereafter granted incidental registration rights in proportion (as nearly as practicable) to the amount of such Registrable Stock requested to be included by each Holder and each other stockholder at the time of filing the registration statement.

Incidental Registration. If (a) If, after a Qualified Public Offering, the Corporation Company at any time proposes or from time to register time shall determine to effect the registration, qualification and/or compliance of any of its Common Stock equity securities (otherwise than pursuant to a registration on a form inappropriate for an underwritten public offering or relating solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction or relating solely to securities issued or to be issued under the Securities Act for sale to the public, whether for its own account any employee stock option or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the publicpurchase plan), then, in each such time it will case, the Company shall: (i) promptly give written notice of the proposed registration, qualification and/or compliance (which shall include a list of the jurisdictions in which the Company intends to register or qualify such securities under the Holders applicable blue sky or other securities laws) to each holder of its intention any Registrable Shares; and (ii) use all commercially reasonable efforts to do so. Upon include among the securities which it then registers or qualifies all Registrable Shares specified by any holder thereof in a written request of any Holderor requests, given made within ten (10) 30 days after receipt of any such noticewritten notice from the Company; provided, however, that the Company shall not include the Registrable Shares of the Lead Trivest Investor unless it includes Registrable Shares of both Trivest Investors, pro rata based upon the number of Registrable Shares owned by such holders. (b) The obligations of the Company under this section 5.1 are subject to register any of such Holder’s Registrable Securities the following qualifications: (which request must state the intended method of disposition thereof)i) subject to section 5.8, the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) Company shall pay all Registration Expenses related to cause any registration, qualification and/or compliance requested pursuant to this section 5.1 and the holders of the Registrable Securities as to which registration has been Shares shall pay their respective Selling Expenses pro rata on the basis of the Registrable Shares so requested to be included registered and sold; and (ii) in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If event that any registration pursuant to this Section 8.1(c) issection 5.1 shall be, in whole or in part, an underwritten public offering of Company Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register the number of Registrable Securities must specify that such Registrable Securities are Shares to be included in such an underwriting may be reduced (pro rata among the underwriting on requesting holders based upon the same terms number of Registrable Shares owned by such holders) if and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities extent that the managing underwriter shall be of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to opinion that the underwriters inclusion of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution some or all of the Corporation’s Registrable Shares would adversely affect the marketing of the securities to be sold by such underwriters and the period in which the underwriting syndicate participates in the after marketCompany therein; provided, however, that the Holder, in any event, such limitation shall be entitled imposed in such manner so as to sell its Registrable Securities commencing on avoid any diminution in the 180th day after number of shares the effective date of Company may register for sale by (i) giving first priority for the shares to be registered for issuance and sale by the Company, (ii) giving second priority for the shares to be registered pursuant to this section 5.1 and (iii) giving third priority for other securities requested to be in such registration statementnot covered by clauses (i) or (ii) above.

Incidental Registration. If (a) From and after the Corporation at any time proposes Closing Date, if the Company proposes, other than pursuant to Section 2 or 3, to file a Registration Statement under the Securities Act to register any of its Common Stock common equity securities for public sale under the Securities Act (whether proposed to be offered for sale to by the public, whether for its own account Company or for the account of by any other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the publicPerson), each such time it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so. Upon , and upon the written request of any Holder, given the Holders' Agent delivered to the Company within ten (10) days Business Days after receipt of any such notice, to register any of such Holder’s Registrable Securities notice (which request must state shall identify the Holders that wish to dispose of Registrable Securities pursuant to such Registration Statement and specify the number of Registrable Securities intended method to be disposed of disposition thereofby each such Holder), the Corporation will use its commercially reasonable efforts (as set forth Company shall, subject to the other provisions of this Section 4, include in Section 8.1(d)) to cause the such Registration Statement all Registrable Securities as to which registration the Company has been so requested to register by the Holders' Agent. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall in good faith determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders' Agent and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of securities for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders' Agent) 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 and of any other securities requested to be included in such registration by other Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if the inclusion of less than all of the Registrable Securities requested to be registered by the Holders' Agent and other securities requested to be included in such registration by other Persons having rights to include securities therein at that time would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be covered sold by the registration statement Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders (through the Holders' Agent) shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be filed included in such registration by Holders bears to the number of shares proposed to be included in such registration by Holders and all other such Persons having rights to include securities therein at that time. The reduction attributable to the Holders shall be allocated among Holders by the CorporationHolders' Agent, all whose determination shall be conclusive. (d) The Company will not be required to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) effect any registration of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(cin connection with an offering of securities for the account of any former stockholders of Digital Television Services, Inc. (the "DTS Holders"), pursuant to the Registration Rights Agreement dated April 27, 1998, among the Company and certain former stockholders of Digital Television Services, Inc. (the "DTS Registration Rights Agreement") isif the Company shall have been advised in writing (with a copy to the Holders' Agent) by a nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the DTS Holders that, in whole or in partsuch firm's opinion, an underwritten public offering registration of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are and of any other securities requested to be included in such registration by other persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the underwriting on the same terms and conditions as the shares of Common Stock otherwise securities being sold through underwriters under by the DTS Holders in such registration. Notwithstanding anything offering or adversely affect the price of such securities; but if the inclusion of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by other Persons having rights to include securities therein at that time would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the DTS Holders in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by Holders bears to the contrary contained number of shares proposed to be included in such registration by Holders and all such other Persons (other than the DTS Holders) having rights to include securities therein at that time. The reduction attributable to the Holders shall be allocated among Holders by the Holders' Agent, whose determination shall be conclusive. (e) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities incidental to the underwriters registration of any of its securities on Form S-4 or S-8 or in connection with such offering, such Holder will refrain from selling such dividend reinvestment plans. (f) No registration of Registrable Securities during effected under this Section shall relieve the period Company of distribution its obligations to effect registrations of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementpursuant to Sections 2 and 3.

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Form S-4 or S-8 or S-4 or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice at such time to the Holders all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any Holdersuch holder, given within ten (10) 20 days after receipt of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities its Restricted Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock, as to which registration has shall have been so requested requested, to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder holder pursuant to this Section 8.1(c) 5 to register Registrable Securities must Restricted Stock shall specify that either (i) such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registrationregistration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting registration pursuant to this Section 5 based upon the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company and the holders of Restricted Stock. Notwithstanding anything to the contrary contained in this Section 8.1(c)4 or 5 hereof, if in the event that there is a firm commitment underwritten public offering of securities of the Corporation Company pursuant to a registration statement covering Registrable Securities Restricted Stock and such Holder a holder of Restricted Stock does not elect to sell its Registrable Securities his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such Holder will holder shall, to the extent required by such underwriters with respect to all holders of Restricted Stock, refrain from selling such Registrable Securities Restricted Stock so registered pursuant to this Section 5 during the period of distribution of the Corporation’s Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holdersuch holder shall, in any event, shall be entitled to sell its Registrable Securities Restricted Stock commencing on the 180th 120th day after the effective date of such registration statement.

Incidental Registration. If the Corporation Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form Forms S-4 or S-8 or S-4 or another form of registration statement not available for registering the Registrable Securities Common Stock for sale to the publicpublic generally), each such time it will give written notice of such proposed registration to the Holders Stockholder no later than thirty (30) days prior to filing a registration statement. The Stockholder shall have ten(10) days from receipt of its intention such notice from the Company to do so. Upon the deliver a written request to the Company (such request , a "Piggy-back Request") that the resale by the Stockholder of any Holder, given within ten (10) days after receipt all or a portion of any such notice, the Registerable Stock be registered pursuant to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all Company. The Piggy-back Request shall state the number of shares of Registerable Stock as to which such Piggy-back Request relates and the extent requisite manner in which the Stockholder proposes to permit the sale or other disposition by sell such Holder (in accordance with its written request) of such Registrable Securities so registeredRegisterable Stock. If such Piggy-back Request is made, the Company will use its best efforts to cause the resale of the Registerable Stock specified in the Piggy-back Request to be registered for resale in the manner specified in the Piggy-back Request. In the event that any registration pursuant to this Section 8.1(c) is2.2 shall be, in whole or in part, an underwritten public offering (a) the number of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are shares of Registerable Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the written opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company in the proposed registration, and (b) in addition to the foregoing, the Company's obligation to register the Registerable Stock specified in the Piggy-back Request shall be contingent upon (i) the Stockholder's agreement to include such Registerable Stock in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration, and (ii) upon the Stockholder's execution of any agreements customarily requested by underwriters in such offerings. Notwithstanding anything to the contrary contained herein, in this Section 8.1(c), if the event that there is a firm commitment underwritten public offering of securities of Common Stock and the Corporation pursuant to a registration statement covering Registrable Securities and such Holder Stockholder does not elect to sell its Registrable Securities Registerable Stock to the underwriters of securities in connection with such offering, such Holder will the Stockholder shall refrain from selling such Registrable Securities any shares of Registerable Stock during the period of distribution of the Corporation’s Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the HolderStockholder shall, in any event, shall be entitled to sell its Registrable Securities Registerable Stock commencing on the 180th 90th day after the effective date of such registration statement.

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 10 business days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities its Restricted Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is3 shall be, in whole or in part, an underwritten public offering of Common Stock, any request the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by a Holder pursuant such holders) if and to this Section 8.1(c) to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities 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 underwriting on account of any person other than the same terms and conditions as the shares Company or requesting holders of Common Stock otherwise being sold through underwriters under such registrationRestricted Stock. Notwithstanding anything the foregoing provisions, the Company may withdraw any registration statement referred to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities 3 without thereby incurring any liability to the underwriters holders of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementRestricted Stock.

Incidental Registration. If Each time the Corporation at any time proposes Company shall determine to register any of its Common Stock file a registration statement under the Securities Act for sale to the public, whether for its own account or for the account of (other security holders or both (except with respect to registration statements than on Form S-8 or S-4 Form S-4) in connection with the proposed offer and sale for money of any of its securities by it or another form not available for registering by any of its security holders, the Registrable Securities for sale to the public), each such time it Company will give written notice to the Holders of its intention determination to do soall holders of Registrable Stock. Upon the written request of a holder of any Holder, given Registrable Stock delivered to the Company within ten (10) 15 days after of the receipt of any such the aforesaid notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause all such Registrable Stock, the Registrable Securities as to holders of which registration has been have so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Corporationstatement, all to the extent requisite to permit the sale or other disposition by such Holder (the prospective seller or sellers of the Registrable Stock to be so registered in accordance with its written request) the terms of such Registrable Securities so registeredthe proposed offering. If any the registration statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this Section 8.1(c11(b) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock securities otherwise being sold through underwriters under such registrationthe underwriters. Notwithstanding anything to the contrary contained in this Section 8.1(c)foregoing, if there is a firm commitment underwritten the managing underwriter of such public offering advises the Company that the inclusion of securities all of the Corporation Registrable Stock requested to be registered would interfere with the successful marketing (including pricing) of the Primary shares or Other Shares proposed to be offered, then the number of Primary Shares, Registrable Stock and Other Shares proposed to be included in such registration shall be included in the following order: (i) if the Company proposes to register Primary Shares: A. first, the Primary Shares; and B. second, the Registrable Stock and Other Shares requested to be included in such registration (or, if necessary, such Registrable Stock and Other Shares pro rata among the holders thereof based upon the number of Registrable Stock and Other Shares requested to be registered by each such holder); or (ii) if the Company proposes to register Other Shares pursuant to a request for registration statement covering by the holders of such Other Shares: A. first, the Other Shares held by the parties demanding such registration; B. second, the Registrable Securities Stock and such Holder does not elect Other Shares requested to sell its be registered by the holders thereof (or, if necessary, pro rata among the holders thereof based on the number of Registrable Securities Stock and Other Shares requested to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities be registered by such underwriters and the period in which the underwriting syndicate participates in the after marketholders); provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.and

Incidental Registration. If the Corporation Company, at any time or any one or more occasions after the date of this Agreement, proposes to register (other than pursuant to Section 2.1) any of its Common Stock 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 (except with respect other than pursuant to registration statements registrations on Form S-4 or Form S-8 or S-4 any successor form or another form other forms not available for registering the Registrable Securities securities for sale to the publicpublic at large), each such time it will the Company shall give not less than 15 days' nor more than 90 days' prior written notice to the Holders each Holder of Registrable Securities of its intention to do so. Upon the written request of any Holder, Holder of Registrable Securities given within ten (10) 15 days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state notice from the intended method of disposition thereof)Company, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities registered to be covered by so registered under the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registeredAct. If any registration A request pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering 2.2 shall state the number of Common Stock, Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any request by a Holder pursuant registration subject to this Section 8.1(c) 2.2, the Holders shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are reasonably requested by the representative of the underwriters. The Company shall have the right to register Registrable Securities must specify terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, if the representative of the underwriters advises the Company in writing that such Registrable Securities are marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting on the same terms and conditions or registration shall be allocated as the shares of Common Stock otherwise being sold through underwriters set forth in Section 2.5 hereof. No registration effected under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering 2.2 shall relieve the Company of securities of its obligation to effect the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementrequired under Section 2.1.

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 4 or 5 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or S-4 or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any Holdersuch holder, given within ten (10) 30 days after receipt of any such notice, to register any of such Holder’s Registrable Securities its Restricted Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporationfiled, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder holder pursuant to this Section 8.1(c) 6 to register Registrable Securities must Restricted Stock shall specify that either (i) such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registrationregistration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (PRO RATA among the requesting holders based upon the number of shares so requested to be registered, treating for purposes of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants, if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Common Warrants, and (C) the holder of the Series B Warrants, if then outstanding, as the holder of the shares of Common Stock then issuable upon exercise of the Series B Warrant and the conversion of the Series B Shares issuable thereby) 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 therein. Notwithstanding anything to the contrary contained in this Section 8.1(c)6, if in the event that there is a firm commitment underwritten offering of securities of the Corporation Company pursuant to a registration statement covering Registrable Securities Restricted Stock and such Holder a selling holder of Restricted Stock does not elect to sell its Registrable Securities such holder's Restricted Stock to the underwriters of the Company's securities in connection with such offering, such Holder will holder shall refrain from selling such Registrable Securities Restricted Stock so registered pursuant to this Section 6 during the period of distribution of the Corporation’s Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after marketaftermarket; providedPROVIDED, howeverHOWEVER, that the Holdersuch holder shall, in any event, shall be entitled to sell its Registrable Securities such holder's Restricted Stock in connection with such registration commencing on the 180th 90th day after the effective date of such registration statement.

Incidental Registration. If the Corporation Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock or Additional Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock and Additional Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 30 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock or Additional Restricted Stock, the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to Company shall cause the Registrable Securities Restricted Stock and Additional Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the holder of such Registrable Securities Restricted Stock or Additional Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant the number of shares of Restricted Stock and Additional Restricted Stock to this Section 8.1(c) be included in such an underwriting may be reduced if and to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock and Additional Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the underwriting on account of any person other than the same terms Company or holders of Restricted Stock or holders of Additional Restricted Stock, and conditions as provided, further, however, that, except in the case of the Company’s initial public offering, in no event may less than twenty-five percent (25%) of the total number of shares of Common Stock otherwise being sold through underwriters to be included in such underwriting be made available for shares of Restricted Stock. In the event of such reduction, the Company shall so advise all holders of Restricted Stock and Additional Restricted Stock requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. First, the number of shares that may be included in such registration and underwriting shall be allocated among all Investors who have requested registration in proportion, as nearly as practicable, to the respective number of shares of Restricted Stock and Additional Restricted Stock held by such Investors at the time of the Company’s notice under this Section 5. No shareholder of the Company shall be granted registration rights which would reduce the number of shares includable by the holders of the Restricted Stock and Additional Restricted Stock in such registrationregistration without the consent of the holders of at least two-thirds of the Restricted Stock and Additional Restricted Stock. If any Investor would thus be entitled to include more securities than such Investor requested to be registered, the excess shall be allocated among the other requesting Investors pro rata in the manner described in the preceding sentence. Second, once all shares of Restricted Stock and Additional Restricted Stock requested by the Investors to be registered have been included in such registration and underwriting, the Founders and the University shall participate in the offering, pro rata based upon their total ownership of shares of Restricted Stock. Notwithstanding anything the foregoing provisions, the Company may withdraw any registration statement referred to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities 5 without thereby incurring any liability to the underwriters holders of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementRestricted Stock or Additional Restricted Stock.

Incidental Registration. If Subject to Section 5 hereof and the Corporation other terms and conditions set forth in this Section 3, if the Company proposes at any time proposes to register any shares of its Class A Common Stock (the "Initially Proposed Shares") under the Securities Act for sale to the publicsale, whether or not for its own account or for account, pursuant to an underwritten offering, the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it Company will promptly give written notice to the Holders of its intention to do so. Upon the written request of any Holdereffect such registration (such notice to specify, given within ten (10) days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)among other things, the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause proposed offering price, the Registrable Securities as to which registration has been so requested to be included in the kind and number of securities to be covered by the registration statement proposed to be filed by registered and the Corporationdistribution arrangements, all including identification of the underwriter(s)), and the Holders shall be entitled to the extent requisite to permit the sale or other disposition by include in such Holder (in accordance with its written request) registration statement, as a part of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) isunderwritten offering, in whole or in part, an underwritten public offering such number of Common Stock, any request by a shares (the "Holder pursuant to this Section 8.1(cShares") to register Registrable Securities must specify that such Registrable Securities are to be included in sold for the underwriting account of the Holders (on the same terms and conditions as the 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 following limitations, conditions and qualifications: (a) If, at any time after giving written notice of its intention to effect a registration of any of its shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything and prior to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering effective date of securities of the Corporation pursuant to a any registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities filed in connection with such registration, the Company shall determine for any reason not to register all of such shares, the Company may, at its election, give written notice of such determination to the Holders and thereupon it shall be relieved of its obligation to use any efforts to register any Holder Shares in connection with such aborted registration. (b) If, in the opinion of the managing underwriter(s) of such offering, the distribution of all or a specified portion of the Holder Shares would materially interfere with the registration and sale, in accordance with the intended method thereof, of the Initially Proposed Shares, then the number of Holder Shares to be included in such registration statement shall be reduced to such number, if any, that, in the opinion of such managing underwriter(s), can be included without such interference. If, as a result of the cutback provisions of the preceding sentence, the Holders are not entitled to include all of the Holder will refrain from selling Shares in such registration, such Holders may elect to withdraw their request to include Holder Shares in such registration (a "Withdrawal Election"). If the Company shall so request in writing, each Holder agrees (i) 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 distribution any underwritten public offering of shares of Common Stock made for the Corporation’s securities by such underwriters Company's own account and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in (ii) to waive any event, shall be entitled to sell its Registrable Securities commencing on the 180th day Demand Registration right until 60 days after the effective date of such registration statementabove-mentioned closing date.

Incidental Registration. If Each time the Corporation at any time proposes Company shall determine to register proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock under by it or any of its security holders, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it Company will give written notice to the Holders of its intention determination to do soall Holders hereunder. Upon the written request of any Holder, a Holder given within ten fifteen (1015) days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state notice from the intended method of disposition thereof)Company, the Corporation will use its commercially reasonable efforts (Company will, except as set forth in Section 8.1(d)) to herein provided, cause all such Option Shares, the Registrable Securities as to record Holders of which registration has been have so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Corporationstatement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Option Shares to be so registered; provided, however, that (a) all such Holder Option Shares to be so registered shall be converted into Common Stock prior to sale pursuant to such registration statement; (b) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (c) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in accordance with its written request) excess of $25,000 incurred by the Company as the result of such Registrable Securities so registeredregistration after the Company has decided not to proceed. If any registration pursuant to this Section 8.1(c) is, shall be underwritten in whole or in part, an underwritten public offering of Common Stock, any request by a Holder the Company may require that the Option Shares requested for inclusion pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock securities otherwise being sold through underwriters under such registrationthe underwriters. Notwithstanding anything to If in the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities good faith judgment of the Corporation pursuant managing underwriter of such public offering the inclusion of all of the Option Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Option Shares otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a registration statement covering Registrable Securities and such Holder does number that the managing underwriter believes will not elect to sell its Registrable Securities to adversely affect the underwriters sale of shares by the Company. Those securities in connection with such which are thus excluded from the underwritten public offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities and any other Common Stock owned by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any eventHolders, shall be entitled withheld from the market by the Holders thereof for a period, not to sell its Registrable Securities commencing on exceed one hundred eighty (180) days, which the 180th day after managing underwriter reasonably determines is necessary in order to effect the effective date of such registration statementunderwritten public offering.

Incidental Registration. If (a) Subject to Section 8 and the Corporation other terms and conditions set forth in this Section 3, if at any time proposes to register any of its Common Stock the Company determines that it shall file a registration statement under the Securities Act for sale (other than a registration statement on Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the public, whether for Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on the Company's behalf and/or on behalf of selling holders (including Requesting Holders) of its own account or securities for the account sale of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering shares of Common Stock, the Registrable Securities for sale to the public), Company shall each such time it will promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 30 days from the date of such notice, and advising such Holders of its intention their right to do sohave Registrable Stock included in such registration. Upon the written request of any Holder, given within ten (10) Holder received by the Company no later than 30 days after receipt the date of the Company's notice, the Company shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Stock that each such Holder has so requested to be registered. (b) The Company's obligation to include Registrable Stock in a registration statement pursuant to Section 3(a) above is subject to the following limitations, conditions and qualifications: (i) If, at any time after giving written notice of its determination to register its securities and prior to the effective date of any registration statement filed in connection with such noticeregistration, 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 the Holders and thereupon the Company shall be relieved of its obligation to use any efforts to register any Registrable Stock in connection with such aborted registration; provided, that the provisions of such Holder’s Registrable Securities this clause (which request must state i) shall not affect the intended method obligations of disposition thereofthe Company with respect to a Demand Registration. (ii) If, in the written opinion of the managing underwriter (or, in the case of a non-Underwritten Offering, in the opinion of a majority of the directors of the Company), the Corporation total amount of such securities to be so registered, including such Registrable Stock, will use its commercially reasonable efforts exceed the maximum amount (as set forth 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 Section 8.1(d)such registration, in the following priority up to the Maximum Offering Size: (x) first, all of the securities proposed to cause be registered for offer and sale by the Company, (y) second, all of the Registrable Securities as to which registration has been so Stock requested to be included in the securities to be covered such registration by the Holders pursuant to this Section, allocated, if necessary for such offering not to exceed the Maximum Offering Size, pro rata among the Holders requesting registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering Stock on the basis of Common Stock, any request by a the relative number of shares of Registrable Stock each such Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are has requested to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of and (z) third, any other securities of the Corporation pursuant Company requested to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities be registered by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementother parties.

Incidental Registration. (a) If the Corporation Company at any time (other than pursuant to Section 5 or 6 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Form S-4 or S-8 or S-4 or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice at such time to the Holders all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any Holdersuch holder, given within ten (10) 30 days after receipt of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities its Restricted Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested requested, to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Restricted Stock so registered; PROVIDED that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. If In the event that any registration pursuant to this Section 8.1(c) is7 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder holder pursuant to this Section 8.1(c) 7 to register Registrable Securities must Restricted Stock shall specify that either (i) such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registrationregistration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (PRO RATA among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; PROVIDED, HOWEVER, that the number of shares to be registered shall be reduced (i) first, by the Company, if and only if such registration is being effected pursuant to Section 6 hereof, (ii) then PRO RATA among the requesting holders of Founders Stock, (iii) then PRO RATA among the requesting holders of Restricted 1991 Stock, (iv) then PRO RATA among the requesting holders of Restricted 1992 Stock, (v) then PRO RATA among the requesting holders of Same▇ ▇▇▇res, (vi) then PRO RATA among the requesting MRC Holders and (vii) then PRO RATA among the holders of Special Restricted Stock; PROVIDED FURTHER, 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 other than a holder of Restricted Stock. (b) Notwithstanding anything to the contrary contained in this Section 8.1(c)7, if in the event that there is a firm commitment underwritten public offering of securities of the Corporation Company pursuant to a registration statement covering Registrable Securities Restricted Stock and such Holder a holder of Restricted Stock does not elect to sell its Registrable Securities his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such Holder will holder shall refrain from selling such Registrable Securities during Restricted Stock so registered pursuant to this Section 7 for such time as the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after marketmanaging underwriter shall reasonably request; providedPROVIDED, howeverHOWEVER, that the Holdersuch holder shall, in any event, shall be entitled to sell its Registrable Securities Restricted Stock commencing on the 180th day after the effective date of such registration statement. Except as provided in this Section 7, the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 7 until such time as the managing underwriter shall reasonably request.

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock (and Preferred Shares) of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 30 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the holder of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion in good faith that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided further that in no event shall the number of Restricted Stock included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. In connection with any request by a Holder reduction in the number of shares pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are 5, the shares to be included in registered by the underwriting holders of Restricted Stock will only be reduced after all other stockholders’ shares are first reduced. There shall be no limitation on the same terms number of registrations which may be requested and conditions as the shares of Common Stock otherwise being sold through underwriters obtained under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement5.

Incidental Registration. If the Corporation at any time registration statement pursuant to Section 3 is no longer current or effective, and the Company (other than pursuant to Section 4 or Section 6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 30 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the holder of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by a Holder pursuant such holders) if and to this Section 8.1(c) to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities 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 underwriting on account of any person other than the same terms Company or requesting holders of Restricted Stock, and conditions as provided, further, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock otherwise being sold to be included in such underwriting be made available for shares of Restricted Stock unless the managing underwriter shall in good faith advise the holders proposing to distribute their securities through underwriters under such registration. Notwithstanding anything underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the contrary contained offering and shall specify the number of shares of Restricted Stock which, in this Section 8.1(c)its opinion, if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates can be included in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of registration and underwriting without such registration statementan effect.

Incidental Registration. (A) If the Corporation KCS, at any time after the 180 days following the date of consummation of the transactions contemplated by the Acquisition Agreement, proposes or is required to register any of its Common Stock file a registration statement under the Securities Act for sale related to the public, whether for its own account offer or for sale of shares of Common Stock on a form which permits inclusion of the account of Registrable Stock (other security holders or both (except with respect to than a registration statements on Form S-4 or S-8 or S-4 any successor or another form not available for registering the Registrable Securities for sale to the publicsimilar forms), each such time it will give written notice to the all Holders of then existing Registrable Stock of its intention so to do sodo. Upon the written request of any Holder, such Holder given to KCS within ten (10) days fifteen Business Days after receipt of any such notice, KCS will, subject to register any the provisions of this Registration Rights Agreement, use commercially reasonable efforts to cause all such Holder’s Registrable Stock which such Holders shall have requested be registered to be registered under the Securities (which request must state Act, to the extent required to permit the disposition by such Holders of the Registrable Stock so registered. Registrations of Registrable Stock under this Section 3 shall not constitute a registration effected pursuant to Section 2. To the extent an underwritten public offering is the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the distribution of Registrable Securities as to which registration has been so requested to be Stock included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any a registration pursuant to this Section 8.1(c) is3, KCS shall have the right, in whole its sole discretion, to select the investment banker or in part, an underwritten public offering bankers who shall serve as the manager and/or co-managers for all registrations of Common Stock, any request by a Holder pursuant to offerings of Registrable Stock under this Section 8.1(c3. (B) Except as provided in Sections 2 and 3 hereof, KCS shall have no obligation to register Registrable any Securities must specify that such Registrable held by any Holder under the Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters Act or under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c)any foreign, if there is a firm commitment underwritten offering of state or other securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementlaws.

Incidental Registration. If the Corporation at (i) At any time proposes after the 180th day following the consummation of the Initial Public Offering that the Company determines to register any proceed with the preparation and filing of its Common Stock a registration statement under the Securities Act for sale to in connection with a proposed Public Offering, the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it Company will give written notice of such determination to the Holders of its intention to do soEmployee Stockholders. Upon the written request of any Holder, Employee Stockholder given within ten (10) days 10 Business Days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state notice from the intended method of disposition thereof)Company, the Corporation will use its commercially reasonable efforts (Company will, except as set forth in Section 8.1(d)) to herein provided, cause the all Registrable Securities as to Shares held by such Employee Stockholder which registration has have been so requested to be included in the securities registration to be covered by included in such registration statement; provided, however, that nothing herein shall prevent the registration statement proposed to be filed by the CorporationCompany from, all to the extent requisite to permit the sale at any time, abandoning or other disposition by such Holder delaying any registration. (in accordance with its written requestii) of such Registrable Securities so registered. If any registration Public Offering pursuant to this Section 8.1(c11(a) isshall be underwritten on a firm commitment basis, in whole or in part, an underwritten public offering of the Company may require that the Common Stock, any request by a Holder Stock requested for inclusion pursuant to this Section 8.1(c11(a) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting such Public Offering on the same terms and conditions as the securities otherwise being sold through the underwriters. If, upon the written advice of the managing underwriter of such Public Offering, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Shares) exceeds the maximum number of securities which can be sold in such offering without having an adverse effect on the offering of securities (including the price at which such securities could be offered), the Company will include in such registration such maximum number of shares of Common Stock otherwise being sold through underwriters under as follows: (A) if such registration. Notwithstanding anything registration has been initiated by one or more Stockholders holding demand registration rights pursuant to the contrary contained in this Section 8.1(cInvestors Stockholders Agreement or any similar agreements, then (i) first, the number of Registrable Shares requested to be registered by such initiating Stockholder(s), pro rata in accordance with the number of shares so requested to be registered; (ii) second, the number of Registrable Shares requested to be registered by Employee Stockholders, and any other holders of Common Stock having equivalent rights under similar agreements, pro rata in accordance with the number of shares so requested to be registered; and (iii) third, the number of shares of Common Stock proposed to be sold by the Company for its own account; or (B) if there is a firm commitment underwritten offering such registration has been initiated by the Company, then (i) first, the number of securities shares of Common Stock proposed to be sold by the Corporation pursuant Company for its own account; and (ii) second, the number of Registrable Shares requested to a be included in such registration statement covering Registrable Securities by the Employee Stockholders and such Holder does not elect any other holders of Common Stock having equivalent rights under similar agreements, pro rata in accordance with the number of shares requested to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities be registered by such underwriters Employee Stockholders and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementother Persons.

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 7.01) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form Forms S-4, S-8 or S-4 or another form not available for registering the Registrable Securities Registrab▇▇ ▇▇▇▇▇ities for sale to the public, or which relate to employee benefit plans or with respect to corporate reorganizations or other transactions subject to Rule 145 of the Securities Act), each such time it will give written notice to the Holders all holders of outstanding Registrable Securities of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten thirty (1030) days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s its Registrable Securities (which request must state the intended method of disposition thereof)Securities, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the such Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If In the event that any registration pursuant to this Section 8.1(c) is, in whole or in part, 7.02 shall be an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register the number of shares of Registrable Securities must specify to be included in such an underwriting may be limited if and to the extent that the managing underwriter shall be of the opinion that such Registrable Securities inclusion would adversely affect the marketing of the securities to be sold by the Company therein, and, in such case, the number of shares of securities that are entitled to be included in the registration and underwriting on shall be allocated in the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of following manner: The securities of the Corporation pursuant Company held by officers, directors and other stockholders of the Company, other than securities held by holders ("Demand Holders") who have contractual rights (existing prior to the date of this Agreement) to participate in or demand such registration, shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration statement covering and underwriting by each of the holders Registrable Securities and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder does not elect to sell its holders of Registrable Securities and Demanding Holders), by such minimum number of shares as is necessary to the underwriters of securities in connection comply with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementlimitation.

Incidental Registration. If the Corporation at any time registration statements identified in Section 4 are no longer current or effective, and the Company (other than pursuant to Section 6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 30 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the holder of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request the number of shares of Restricted Stock to be included in such an underwriting may be reduced (PRO RATA among the requesting holders based upon the number of shares of Restricted Stock owned by a Holder pursuant such holders) if and to this Section 8.1(c) to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities 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 underwriting on account of any person other than the same terms Company or requesting holders of Restricted Stock, and conditions as PROVIDED, FURTHER, HOWEVER, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock otherwise being sold to be included in such underwriting be made available for shares of Restricted Stock unless the managing underwriter shall in good faith advise the holders proposing to distribute their securities through underwriters under such registration. Notwithstanding anything underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the contrary contained offering and shall specify the number of shares of Restricted Stock which, in this Section 8.1(c)its opinion, if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates can be included in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of registration and underwriting without such registration statementan effect.

Incidental Registration. If the Corporation Company at any time (beginning upon (but excluding) the Closing Date) proposes to register any of its Common Stock Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares issued to investors in a private placement in connection with the Business Combination, (x) in a registration under the Securities Act for sale to the publicSection 2.3, whether for its own account Section 2.4 or for the account Section 2.5 of other security holders or both this Agreement, (except with respect to y) a registration statements on Form F-8 or S-8 or (z) pursuant to Form F-4 or S-4 in connection with a business combination or another form not available for registering the Registrable Securities for sale exchange offer or pursuant to the publicexercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement (a “Shelf Takedown”), each such time it will shall give written notice to the all Holders of its such intention not less than ten (10) days before the anticipated filing date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to do sobe included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all Holders the opportunity to register the sale of such number of Registrable Shares as such Holders may request in writing. Upon the written request of any Holder, Holder given within ten twenty (1020) days after receipt of any such notice, the Company shall include in such registration or Shelf Takedown all of the Registrable Shares indicated in such request, so as to register permit the disposition of the shares so registered; provided that no Holder who holds Registrable Shares that are subject to restriction on Transfer as set forth in Section 4.1 or restriction on Transfer or forfeiture as set forth in Section 3 of the Sponsor Letter Agreement shall have any of right to have such Holder’s Registrable Securities (which request must state Shares that are subject to restriction on Transfer or forfeiture participate in such registration or offering except to the intended method of disposition thereof)extent such restriction on Transfer or forfeiture has expired or been waived. The Company shall, the Corporation will in good faith, cause such Registrable Shares to be included in such registration or offering and, if applicable, shall use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the managing underwriter(s) of such registration to permit the Registrable Securities as Shares requested by the Holders pursuant to which registration has been so requested this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the Company included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite such registered offering and to permit the sale or other disposition by of such Holder (Registrable Shares in accordance with its written requestthe intended method(s) of such Registrable Securities so registereddistribution thereof. If Notwithstanding any registration pursuant to other provision of this Section 8.1(c2.2, if the managing underwriter advises the Company in writing in good faith that the amount to be sold by persons other than the Company is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of selling shareholders to a number deemed satisfactory by such managing underwriter, provided that any shares to be excluded shall be determined in the following order of priority: (i) isshares held by shareholders other than the Holders, and (ii) then, to the extent necessary, shares held by the Holders pro rata to the respective number of Registrable Shares requested to be included such registration or Shelf Takedown by the Holders; and provided, further, that in whole any event all Registrable Shares must be included in such registration or in part, an underwritten public offering Shelf Takedown prior to any other shares of Common Stock, any request the Company (with the exception of shares to be issued by a Holder pursuant the Company to this Section 8.1(cthe public) to register and the number of Registrable Securities must specify that such Registrable Securities are Shares to be included in the underwriting offering shall not be reduced to below twenty five percent (25%) of the total number of securities included in such offering (divided among the Holders participating in the registration pro rata to the respective number of Registrable Shares requested to be included by each of such Holders). Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Shares in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on the same terms and conditions its own determination or as the shares result of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date effectiveness of such registration statementRegistration Statement.

Incidental Registration. If the Corporation Company, at any time or on any one or more occasions after the date of this Agreement, proposes to register (other than pursuant to Section 2.1) any of its Common Stock 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 (except with respect other than pursuant to registration statements registrations on Form S-4 or Form S-8 or S-4 any successor form or another form other forms not available for registering the Registrable Securities securities for sale to the publicpublic at large), each such time it will the Company shall give not less than 30 days' nor more than 90 days' prior written notice to the Holders each Holder of Registrable Securities of its intention to do so. Upon the written request of any Holder, Holder of Registrable Securities given within ten (10) 20 days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state notice from the intended method of disposition thereof)Company, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities registered to be covered by so registered under the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registeredAct. If any registration A request pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering 2.2 shall state the number of Common Stock, Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any request by a Holder pursuant registration subject to this Section 8.1(c) 2.2, the Holder shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. The Company shall have the right to register Registrable Securities must specify terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, if the representative of the underwriters advises the Company in writing that such Registrable Securities are marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting on the same terms and conditions or registration shall be allocated as the shares of Common Stock otherwise being sold through underwriters set forth in Section 2.5 hereof. No registration effected under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering 2.2 shall relieve the Company of securities of its obligation to effect the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementrequired under Section 2.1.

Incidental Registration. If (a) Whenever the Corporation Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time proposes and from time to register any of its Common Stock under the Securities Act for sale time, it will, prior to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of any Holder, a Stockholder or Stockholders given within ten (10) 20 days after receipt of any the Company provides such notice, to register any of such Holder’s Registrable Securities notice (which request must shall state the intended method of disposition thereofof such Registrable Shares), the Corporation will Company shall use its commercially reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) involves an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in Section 8.1(d)customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company and the managing underwriter(s) determine in good faith that marketing factors require a limitation of the number of shares to cause be underwritten, then the Registrable Securities as to which Company and the managing underwriter(s) may exclude shares from the registration has been so requested to and the underwriting, and the number of shares that may be included in the securities registration and the underwriting shall be allocated, first to be covered by the Company or the Company stockholder(s) for which the registration statement proposed was initiated, and second to be filed each of the Stockholders requesting inclusion of their Registrable Shares in such registration and each of the other holders of piggyback registration rights on a parity with those Stockholders on a pro rata basis based on the total number of Registrable Shares and other securities requested for inclusion in such registration by the Corporation, all to the extent requisite to permit the sale each such Stockholder or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registeredholder. If any holder of Registrable Shares or any other Company stockholder requesting inclusions of securities in the registration disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 8.1(c2.2, to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) is, in whole or in part, an underwritten public offering under the Securities Act and represent less than 1% of the then outstanding shares of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If (a) Whenever the Corporation Company proposes to file a Registration Statement, including, but not limited to, Registration Statements relating to secondary offerings of securities of the Company, but excluding Registration Statements pursuant to Section 2 and relating to employee benefit plans or with respect to corporate reorganizations, at any time proposes and from time to register any of its Common Stock under the Securities Act for sale time, it will, at least thirty (30) days prior to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders of its intention to do so. Upon so and, upon the written request of any Holder, of the Holders given within ten twenty (1020) days after receipt of any the Company provides such notice, to register any of such Holder’s Registrable Securities notice (which request must shall state the intended method of disposition thereofof such Registrable Shares), the Corporation will Company shall use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause all Registrable Shares that the Company has been requested by such Holders to register or to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to any of the Holders. (b) In connection with any registration under this Section 3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such registration unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the good faith opinion of the underwriter(s), jeopardize the success of such offering. If, in the reasonable opinion of the managing underwriter(s), the registration of all, or part of, the Registrable Securities as Shares that the Holders have requested to which be included would materially and adversely affect such public offering, then the Company shall be required to include in the registration has been so requested only that number of Registrable Shares, if any, that the managing underwriter(s) in good faith believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (offering in accordance with its written request) the foregoing is less than the total number of such Ordinary Shares that the holders have requested to be included, the Holders who have requested registration shall participate in the registration pro rata based upon their total ownership of Registrable Securities so registeredShares. If any registration pursuant Holder would thus be entitled to this Section 8.1(c) isinclude more Ordinary Shares than such Holder requested to be registered, in whole or in part, an underwritten public offering the excess shall be allocated among the other requesting holders on a pro rata basis based upon the number of Common Stock, any request Registrable Shares requested by a each such Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If (a) Beginning on the Corporation at any time Closing and until the one year anniversary of the Closing, if the Company proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or Forms S-4, ▇-▇ ▇▇ another form not available for registering the Registrable Securities Registerable Stock for sale to the public), each such time it will give written notice to the Holders of its intention to do soso to all holders of outstanding Registerable Stock who are party to this Agreement. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 30 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities its Registerable Stock (which request must shall state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) Company shall, subject to the following sentence, cause the Registrable Securities Registerable Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Registerable Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is3 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are the number of shares of Registerable Stock to be included in such an underwriting may be reduced (pro rata among the underwriting on requesting holders based upon the same terms and conditions as the number of shares of Common Registerable Stock otherwise being sold through underwriters under owned by such registration. Notwithstanding anything holders) if and to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities extent that the managing underwriter shall be of the Corporation pursuant to a registration statement covering Registrable Securities and opinion that such Holder does not elect to sell its Registrable Securities to inclusion would adversely affect the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution marketing of the Corporation’s securities to be sold by such underwriters and the period in which the underwriting syndicate participates in the after marketCompany therein; provided, however, that such number of shares of Registerable Stock shall not be reduced if any shares are to be included in such underwriting for the Holderaccount of any person other than the Company or requesting holders of Registerable Stock. (b) Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3 without thereby incurring any event, shall be entitled liability to sell its Registrable Securities commencing on the 180th day after holders of Registerable Stock except for the effective date of Company's obligation to pay any registration expenses incurred in relation to such registration statementa withdrawn registration.

Incidental Registration. If Commencing one year after the Corporation at any time date ----------------------- hereof, if the Company, other than pursuant to Section 4 or 5, proposes to register any of its Class A Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (both, except with respect to registration statements on Form S-4 or S-8 or S-4 or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will shall give written notice at such time to the Holders of its intention to do so. Upon On the written request of any either Holder, given within ten (10) 30 days after receipt of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (its Restricted Stock, which request must shall state the intended method of disposition thereof), the Corporation will Company shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (Holder, in accordance with its written request) , of such Registrable Securities Restricted Stock so registered; provided, that nothing herein shall prevent the Company from -------- abandoning or delaying such registration at any time and provided that the Company shall only be obligated to register shares of Class A Common Stock. If In the event that any registration pursuant to this Section 8.1(c) isshall be, in whole or in part, an underwritten public offering of Common Stockoffering, any request by a Holder pursuant to this Section 8.1(c) 6 to register Registrable Securities must Restricted Stock shall specify that either (i) such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registrationregistration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced pro rata among the requesting Holders based on --- ---- the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted -------- ------- Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company. Notwithstanding anything to the contrary contained in this Section 8.1(c)6, if in the event that there is a firm commitment underwritten public offering of securities of the Corporation Company pursuant to a registration statement covering Registrable Securities Restricted Stock and such a Holder does not elect to sell its Registrable Securities his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such Holder will shall refrain from selling such Registrable Securities its Restricted Stock during the period of distribution of the Corporation’s Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder-------- ------- subject to any other applicable restrictions, such Holder shall, in any event, shall be entitled to sell its Registrable Securities Restricted Stock commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If (a) Whenever the Corporation Company proposes to file a Registration Statement covering Common Stock (other than a Registration Statement filed pursuant to Section 2.1 or in connection with an Initial Public Offering) at any time proposes and from time to register any of its Common Stock under the Securities Act for sale time, it will, prior to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of any Holdera Stockholder or Stockholders, given within ten (10) 15 days after receipt of any the Company provides such notice, to register any of such Holder’s Registrable Securities notice (which request must shall state the intended method of disposition thereofof such Registrable Shares), the Corporation will Company shall use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause all Registrable Shares which the Registrable Securities as to which registration Company has been so requested by such Stockholder or Stockholders to register to be included in registered under the securities to be covered by the registration statement proposed to be filed by the Corporation, all Securities Act to the extent requisite necessary to permit the their sale or other disposition by such Holder (in accordance with its written request) the intended methods of distribution specified in the request of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole Stockholder or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after marketStockholders; provided, however, that the Holder, Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 two (2) times in any twelve (12) month period, without obligation to any Stockholder, any such postponement not to exceed a period of ninety (90) days in aggregate, subject to applicable law. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include such Stockholder’s Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) that they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to sell its include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(b)(1) under the Securities commencing on Act or any successor rule or regulation of the 180th day after the effective date of Commission issued under such registration statementAct.

Incidental Registration. If the Corporation (a) Subject to Section 5.09, if at any time proposes the Company determines that it shall file a registration statement under the Exchange Act for the registration of Common Stock (other than a registration statement on a Form S-4 or S-8 or an offering of securities solely to register 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 behalf of selling holders of its securities for the general registration of Common Stock under to be sold for cash, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), Company shall each such time it will promptly give the Stockholder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 15 days from the Holders date of such notice, and advising the Stockholder of its intention right to do sohave Registrable Stock included in such registration. Upon the written request of any Holder, given within ten (10) the Stockholder received by the Company no later than 10 days after receipt the date of any such notice, to register any of such Holder’s Registrable Securities the Company's notice (which request must shall state the number of Registrable Shares to be so registered and the intended method of disposition thereofdistribution), the Corporation will Company shall, subject to Section 5.04(b) below, use its commercially all reasonable efforts (as set forth in Section 8.1(d)) to cause to be registered under the Securities Act all of the Registrable Securities as to which registration Stock that the Stockholder has been so requested to be registered; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 5.04 without obligation or liability to the Stockholder. (b) If, in the opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the good faith reasonable opinion of the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled to reduce the number of shares of Registrable Stock to be sold in such offering by the Stockholder and any other stockholder of the Company requesting to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all in proportion (as nearly as practicable) to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) amount of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything requested to be included by the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering Stockholder and each other stockholder at the time of securities of filing the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If the Corporation at any time after the Company’s IPO the Company proposes to register any of its Common Stock under the Securities Act for sale to the public, whether securities for its own account or for the account on behalf of any of its other security holders or both shareholders (except other than in connection with respect to a registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale relating solely to the publicsale of shares to employees), each such time it will shall give written notice to the Holders of its intention to do sosuch intention. Upon the written request of any Holder, Holder given within ten (10) 20 days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will Company shall use its commercially reasonable efforts (as set forth efforts, subject to the provisions of this Section 1.2, to include in Section 8.1(d)) to cause such registration all of the Registrable Securities indicated in such request, so as to which permit the disposition of the shares so registered. If the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of securities that are entitled to be included in the registration has been so shall be allocated in the following order of priority: first, the Company shall be entitled to register all of the securities the Company wishes to register for its own account, subject to the provisions of this Section 1.2 and Section 1.3 below; and second, if remaining, the Shareholders shall be entitled to register such number of Registrable Securities requested to be registered by them (pro rata to the respective number of Registrable Securities requested by each Shareholder to be included in the registration). For the avoidance of doubt, to the extent that the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of securities that each Shareholder may include in a registration may be reduced on a pro rata basis in accordance with the total amount of securities requested to be included in the such registration (including, without limitation, securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are requested to be included in such registration by other persons pursuant to any other agreement or arrangement between such person and the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registrationCompany). Notwithstanding anything herein to the contrary contained contrary, the Company may enter into any such agreement or arrangement with any person that provides such person with the right to include in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a any registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of person’s registrable securities in connection accordance with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after marketterms set forth therein; provided, however, that to the Holder, extent that the number of shares of securities in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementthat are available for such registration is below the aggregate number of securities required to be included in such registration pursuant to all arrangements binding upon the Company, then the number of shares of securities that each person (including the Shareholders) may include in such registration may be reduced on a pro rata basis in accordance with the total amount of securities requested to be included in such registration.

Incidental Registration. If Each time the Corporation at any time proposes Company shall determine to register any of its Common Stock file a registration statement under the Securities Act for sale to the public, whether for its own account or for the account of (other security holders or both (except with respect to registration statements than on Form S-8 S-8) in connection with the proposed offer and sale for money of any of its securities by it or S-4 or another form not available for registering by any of its security holders, the Registrable Securities for sale to the public), each such time it Company will give written notice of its determination to all holders of Registrable Stock at least ten (10) days prior to the Holders filing of its intention to do sosuch registration statement. Upon the written request of a holder of any HolderRegistrable Stock, given within ten (10) days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)above-described notice from the Company, the Corporation Company will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause all such Registrable Stock, the Registrable Securities as to holders of which registration has been have so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Corporationstatement, all to the extent requisite to permit the sale or other disposition by such Holder (the prospective seller or sellers of the Registrable Stock to be so registered in accordance with its written request) the terms of such Registrable Securities so registeredthe proposed offering. If any the registration statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this Section 8.1(c3.4(b) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock securities otherwise being sold through underwriters under such registrationthe underwriters. Notwithstanding anything to In the contrary contained in this Section 8.1(c), if there is event of a firm commitment underwritten underwriting, if the managing underwriter of such offering shall advise holders in writing that, in its good faith opinion, distribution of a specified portion of the securities requested to be included in the registration statement would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in the registration shall be included in the following order: (1) first, the securities the Company proposes to include in the underwritten offering, (2) second, Registrable Stock requested to be included in such registration by holders of Registrable Stock, on a pro rata basis, and (3) third, all other shares of securities requested to be included by any other security holder of the Corporation pursuant to a Company. The Company shall maintain the effectiveness of any such registration statement covering Registrable Securities and until the date which is the later to occur of (i) the expiration of any such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such public offering, such Holder will refrain and (ii) twelve (12) months from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, date that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementstatement is declared effective by the Commission.

Incidental Registration. If the Corporation Company at any time (other than pursuant to subsection (b) below)) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 Forms ▇-▇, ▇-▇ or S-4 any successor to such forms or another form not available for registering the Registrable Securities for sale to the public), each such time it will promptly give written notice to all holders of the Holders Registrable Securities of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten thirty (1030) days after receipt the giving of any such noticenotice by the Company, to register any or all of such Holder’s its Registrable Securities (which request must state the intended method of disposition thereof)Securities, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 7.01(a). In such event the right of any holder of Registrable Securities to registration pursuant to this Section 8.1(c7.01(a) is, shall be conditioned upon such holder's participation in whole such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the Other Shareholders (as defined below) distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or in part, an underwritten public offering underwriters selected for underwriting by the Company. Notwithstanding any other provision of Common Stock, any request by a Holder pursuant to this Section 8.1(c) 7.01(a), if the underwriter determines that marketing factors require a limitation on the number of shares to register Registrable Securities must specify be underwritten, the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the number of shares of securities that such Registrable Securities are entitled to be included in the registration and underwriting on shall be allocated (i) first to the same terms and conditions as the Company with respect to shares of Common Stock otherwise being sold through underwriters under such registrationfor its own account; and (ii) then, to holders of Registrable Securities and Other Shareholders requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them. Notwithstanding anything the foregoing provisions, the Company may withdraw any registration statement referred to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering 7.01(a) without thereby incurring any liability to the holders of securities Registrable Securities. If any holder of Registrable Securities disapproves of the Corporation pursuant terms of any such underwriting, it may elect to a registration statement covering withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities and or other securities excluded or withdrawn from such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of withdrawn from such registration statementregistration.

Incidental Registration. If (a) Whenever the Corporation Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time proposes and from time to register any of its Common Stock under the Securities Act for sale time, it will, prior to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders all Stockholders of its intention to do so; provided, that no such -------- notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of any Holder, a Stockholder or Stockholders given within ten (10) 20 days after receipt of any the Company provides such notice, to register any of such Holder’s Registrable Securities notice (which request must shall state the intended method of disposition thereofof such Registrable Shares), the Corporation will Company shall use its commercially reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) involves an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 8.1(d)) 2.2, if the managing underwriter determines that the inclusion of all shares requested to cause be registered would adversely affect the offering, the Company may limit the number of Registrable Securities as to which registration has been so requested Shares to be included in the securities to be covered by registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) number of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify shares that such Registrable Securities are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and other stockholders entitled to include shares therein ("Other Holders") shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the same terms number of shares is required, the number of shares that may be included in such registration and conditions underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock otherwise being sold through underwriters under such registrationwhich they held at the time the Company gives the notice specified in Section 2.2(a). Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such If any Stockholder or Other Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall would thus be entitled to sell its include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the Securities commencing on Act and represent less than 1% of the 180th day after the effective date then outstanding shares of such registration statementCommon Stock.

Incidental Registration. If the Corporation Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale on Form ▇-▇, ▇-▇ or S-3 or the equivalent (otherwise than to the publicregister debt securities under Form S-3, or any comparable successor form), whether for of its own account accord or for at the account request of other security any holder or holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public)of such securities, it will each such time it will give written notice to the Holders all holders of outstanding Restricted Securities of its intention so to do sodo. Upon the written request of a holder or holders of any Holder, such Restricted Securities given within ten (10) 30 days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause all Warrant Stock, the Registrable Securities as to holder or holders of which registration has been shall have so requested registration thereof, to be included in registered under the securities Securities Act pursuant to be covered by the such registration statement proposed to be filed by the Corporationstatement, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written requestthe intended methods thereof as aforesaid) by the prospective Holder or Holders of such Registrable Securities the Warrant Stock so registered. If any the managing underwriter for the respective offering, if any, advises the Company in writing that the inclusion in such registration pursuant of some or all of the Warrant Stock sought to this Section 8.1(c) isbe registered by the Holder or Holders in its opinion will cause the proceeds or the price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of securities to be registered at the instance of the Company or such requesting or demanding holder plus the number of securities sought to be registered by the Holders is too large a number to be reasonably sold, the number of securities sought to be registered for each Holder shall be reduced pro rata, in whole or in part, an underwritten public offering proportion to the number of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are securities sought to be included registered by all Holders, to the extent necessary to reduce the number of securities to be registered to the Recommended Number, subject at all times to those registration rights granted to certain holders of the Company's securities set forth in the underwriting on Investors' Rights Agreement, the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters Oxygen Subscription Agreement and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementGuidance Registration Rights Agreement.

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 3 or Section 5) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Registerable Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Registerable Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 30 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities its Registerable Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Registerable Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Registerable Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request the number of shares of Registerable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registerable Stock owned by a Holder pursuant such holders) if and to this Section 8.1(c) to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Registerable Stock shall not be reduced if any shares are to be included in such underwriting for the underwriting on account of any person other than the same terms and conditions as Company or requesting holders of Registerable Stock; provided, further, however, that in no event may less than twenty (20%) percent of the total number of shares of Common Stock otherwise being sold through underwriters under to be included in such registrationunderwriting be made available for shares of Registerable Stock. Notwithstanding anything the foregoing provisions, the Company may withdraw any registration statement referred to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities 4 without thereby incurring any liability to the underwriters holders of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementRegisterable Stock.

Incidental Registration. If the Corporation at Company proposes for any time proposes reason to register any of its Common Stock securities under the Securities Act for sale (other than pursuant to the public, whether for its own account or for the account of other security holders or both (except with respect to a registration statements statement on Form Forms S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the publicsimilar or successor forms), it shall each such time it will promptly give written notice to the Holders all holders of outstanding Restricted Securities of its intention to do so. Upon , and, upon the written request of any Holderrequest, given within ten (10) 30 days after receipt of any such notice, of the holder of any such Restricted Securities to register any of such Holder’s Registrable Securities Restricted Shares (which request must state shad specify the Restricted Shares intended method to be sold or disposed of disposition thereofby such holders), the Corporation will Company shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested all such Restricted Shares to be included in such registration under the securities to be covered by the registration statement proposed to be filed by the CorporationSecurities Act, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written requestthe Company's intended methods thereof, as aforesaid) by the prospective seller or sellers of such Registrable Securities the Restricted Shares so registered. If any In the event that the proposed registration pursuant to this Section 8.1(c) by the Company is, in whole or in part, an underwritten public offering of Common Stocksecurities of the Company, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify if the managing underwriter determines and advises in writing that such Registrable Securities are the inclusion of all Restricted Shares proposed to be included in the underwriting on the same terms underwritten public offering and conditions as the other issued and outstanding shares of Common Stock otherwise being sold through underwriters under proposed to be included therein by persons other than the holders of Restricted Securities (the "Other Shares") would interfere with the successful marketing of such registration. Notwithstanding anything securities, then (i) the number of Restricted Shares and Other Shares shall be reduced, pro rata among the holders of Other Shares and the holders of Restricted Shares (based upon the number of shares of Common Stock requested by the holders thereof to the contrary contained be registered in this Section 8.1(csuch underwritten public offering), if there is and (ii) 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 firm commitment underwritten offering of securities of the Corporation pursuant period, not to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offeringexceed 90 days, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates managing underwriter reasonably determines as necessary in order to effect the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementunderwritten public offering.

Incidental Registration. (a) If the Corporation Holding Company at any time proposes or from time to register time shall determine to effect the registration, qualification and/or compliance of any of its Common Stock under equity securities (whether in connection with an offering by the Securities Act Holding Company or others) (otherwise than pursuant to a registration on a form inappropriate for sale an underwritten public offering or relating solely to securities to be issued in a merger, acquisition of the public, whether for its own account stock or for the account assets of other security holders another entity or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the publicin a similar transaction), then, in each such time it will case (including the Holding Company's initial public offering), the Holding Company will: (i) promptly give written notice of the proposed registration, qualification and/or compliance (which shall include a list of the jurisdictions in which the Holding Company intends to register or qualify such securities under the Holders applicable blue sky or other state securities laws) to each holder of its intention to do so. Upon any Registrable Shares; and (ii) include among the securities which it then registers or qualifies all Registrable Shares specified by any holder thereof in a written request of any Holderor requests, given made within ten (10) 30 days after receipt of such written notice from the Holding Company. (b) The obligations of the Holding Company under this section 11.2 are subject to the following qualifications: (i) the Holding Company shall pay all Registration Expenses related to any registration, qualification or compliance effected pursuant to this section 11.2; and (ii) if, in connection with any underwritten offering pursuant to this section 11.2, the managing underwriter shall impose a limitation on the number or kind of securities which may be included in any such noticeregistration for sale by any Person other than the Holding Company because, in its reasonable judgment, such limitation is necessary to register any effect an orderly public distribution, then the Holding Company shall be obligated to include in such registration statement only such limited portion of such Holder’s the Registrable Securities Shares (which request must state may be none) as is determined in good faith by such managing underwriter, provided that, if any securities are being offered for -------- the intended method account of disposition thereof)any Person other than the Holding Company and the holders of the Registrable Shares, the Corporation will use its commercially reasonable efforts (as set forth reduction in Section 8.1(d)) to cause the number of Registrable Securities as to which Shares included in such registration has been so shall not represent a greater percentage of the amount of Registrable Shares originally requested to be included registered and sold in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementthan the lowest such percentage reduction imposed upon any other Person.

Incidental Registration. If (i) If, during the Corporation Registration Period, the Company at any time or from time to time proposes to register file with the Commission a registration statement under the Act with respect to any proposed distribution of any of its Common Stock under the Securities Act securities (other than a registration to be effected on Form S-4, S-8 or other similar limited purpose form), whether for sale to the public, whether for its own account or for the account of any other security holders or both (except person holding registration rights with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to securities of the public)Company, each such time it will then the Company shall give written notice of such proposed filing to the holders of Registrable Stock at least thirty (30) days before the anticipated filing date, and such notice shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and shall offer the holders of Registrable Stock the opportunity to register such number of shares of Registrable Stock as the holders of Registrable Stock may request. Upon receipt by the Company by the anticipated filing date of written requests from the Participating Holders of its intention to do so. Upon Registrable Stock for the written request of any Holder, given within ten (10) days after receipt of any such notice, Company to register any of such Holder’s their Registrable Securities (which request must state the intended method of disposition thereof)Stock, the Corporation will Company shall permit, or in the event of an underwritten offering, shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale managing underwriter or other disposition by such Holder (in accordance with its written request) underwriters of such Registrable Securities so registered. If any registration pursuant proposed underwritten offering to this Section 8.1(c) ispermit, the Participating Holders to include such securities in whole or in part, an underwritten public such offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of any similar securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after marketCompany included therein; provided, however, that IF in the Holderopinion of the managing underwriter or underwriters of such offering, the inclusion of the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering would interfere, hinder, delay, reduce or prevent the effectiveness or sale of the Company's shares of Common Stock proposed to be so registered or would otherwise adversely affect the success of such offering, THEN the amount or kind of securities to be offered for the accounts of the Company and each holder of Common Stock (including without limitation Registrable Stock) or securities convertible into or exercisable for Common Stock proposed to be registered (other than any event, persons exercising demand registration rights) shall be entitled reduced (or eliminated) in proportion to sell its Registrable Securities commencing their respective values to the extent necessary to reduce the total amount of securities to be included in such offering on the 180th day after the effective date behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statementstatement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Participating Holders, (i) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock.

Incidental Registration. If the Corporation at any time Company proposes to register any of its Common Stock under the Securities Act securities for sale (other than a registration relating to the publicsale of securities to employees of the Company pursuant to a stock option, whether for its own account stock purchase or similar plan including a registration statement on Form S-8, an exchange offer, a Rule 145 transaction or in connection with the acquisition of the assets or shares of or merger or consolidation with another company), and the registration form to be used may also be used for the account registration of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public)Stock, each such time then it will shall give written notice (a "Piggyback Notice"), at its expense, to the all Holders then holding Registrable Stock of its intention to do soso at least 10 business days prior to the filing of a registration statement with respect to such registration with the Commission. Upon The Company shall specify in the written request Piggyback Notice the form and manner of, and the other relevant facts involved in, such proposed registration. If any Holder desires to dispose of any Holderall or part of its Registrable Stock in such registration, given it shall deliver to the Company, within ten (10) 10 business days after receipt of any such noticethe Piggyback Notice, to register any written notice of such request stating the number of shares of Registrable Stock so proposed to be sold by such Holder’s Registrable Securities (which . Any Holder may withdraw its request must state for inclusion at any time prior to five days prior to the intended method effective date of disposition thereof), the Corporation will registration statement for such registration. The Company shall use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holderand, in any event, shall comply with the provisions of Section 6) to cause all shares of Registrable Stock specified in such written notice to be entitled included in such registration, subject, however, to sell its the limitations set forth in Section 3 and provided that, for purposes of this sentence, commercially reasonable efforts shall not require the Company or any other seller of securities of the Company (other than a Holder of Registrable Securities commencing on Stock), to reduce the 180th day after the effective date amount or sale price of such securities proposed to be so registered. No registration statementof Registrable Stock effected under this Section 2 shall relieve the Company of its obligation to effect registration of Registrable Stock upon the request of the Initiating Shareholder pursuant to Section 4.

Incidental Registration. If the Corporation Subject to Section 4.06, if at any time proposes the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to register the Company's existing stockholders) on any form that 11 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 under to be sold for cash, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), Company shall each such time it will promptly give each Stockholder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 60 days from the Holders date of such notice, and advising each Stockholder of its intention right to do sohave Registrable Stock included in such registration. Upon the written request of any Holder, given within ten (10) Stockholder received by the Company no later than 30 days after receipt the date of any such the Company's notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will Company shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause to be registered under the 1933 Act all of the Registrable Securities as to which registration Stock that each such Stockholder has been so requested to be included registered. If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total amount of such securities to be covered by so registered, including such Registrable Stock, will exceed the registration statement proposed to maximum amount of the Company's securities which can be filed by the Corporation, all marketed (i) at a price reasonably related to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled to reduce the number of shares of Registrable Securities so registered. If any registration pursuant Stock to this Section 8.1(c) is, not less than one-third of the total number of shares in whole or such offering except in part, an the case of the initial firm commitment underwritten public offering of Common Stockthe Company, any request by a Holder pursuant to this Section 8.1(c) to register in which case the managing underwriter may reduce the number of shares of Registrable Securities must specify that such Registrable Securities are Stock to be included in the underwriting on the same terms and conditions such offering to zero. Any such reduction of Registrable Stock shall be allocated among all such Stockholders in proportion (as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything nearly as practicable) to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering amount of securities Registrable Stock owned by each Stockholder at the time of filing the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If the Corporation Company at any time on or following the 180th day following the date of this Agreement (other than pursuant to Section 4 or Section 6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders holder of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 10 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the holder of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holder based upon the number of shares of Restricted Stock owned by a Holder pursuant such holder) if and to this Section 8.1(c) to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if any shares are to be included in such underwriting for the underwriting account of any person other than the Company or requesting holder of Restricted Stock, such number of shares of Restricted Stock shall be reduced pro rata based on the same terms and conditions as ownership of the selling stockholders that include shares in such registration of shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c(determined on a fully-diluted basis); and provided, if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; providedfurther, however, that in no event may less than one-third of the Holdertotal number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any event, shall be entitled liability to sell its Registrable Securities commencing on the 180th day after the effective date holder of such registration statementRestricted Stock.

Incidental Registration. (a) Right to Include Registrable Securities. If the Corporation Company at any time proposes to register any of its Common Stock securities for the account of any other stockholder under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to by registration statements on Form S-8 S-1, S-2 or S-4 S-3 or another form not available any successor or similar form(s) (exc▇▇▇ ▇▇▇▇strations on any such Form or similar form(s) solely for registering registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation) and provided that the Purchasers are permitted to transfer Registrable Securities for sale to under Section 4.12 of the public)Exchange Agreement, the Company will each such time it will give prompt written notice to the Holders Purchasers of its intention to do soso and of the Purchasers' rights under this Section 2.2. Upon the written request of the Purchasers (which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Purchasers), made as promptly as practicable and in any Holder, given event within ten (10) 30 days after the receipt of any such noticenotice (10 days if the Company states in such written notice or gives telephonic notice to the Purchasers, with written confirmation to register any follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of such Holder’s Registrable Securities (which request must state the intended method time is required because of disposition thereofa planned filing date), the Corporation will Company shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause effect the registration under the Securities Act of all Registrable Securities as to which registration the Company has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after marketPurchasers; provided, however, that the Holderif, in at any event, shall be entitled time after giving written notice of its intention to sell its Registrable Securities commencing on the 180th day after 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 shall give written notice of such determination and its reasons therefor to the Purchasers and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement(but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Purchasers to request that such registration be effected as a registration under Section 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Incidental Registration. If the Corporation Company at any time after the date hereof proposes to register any of its Common Stock debt or equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to a registration statement on Form S-4 or S-8, or any successor forms), whether or not for sale to the public, whether for its own account or account, and the registration form to be used may be used for the account registration of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public)Securities, each such time it will each time give prompt written notice to the Holders of its intention to do so. Upon so and, upon the written request of any Holder, given such Holder to the Company made within ten (10) 30 days after the receipt of any such notice, to register any of such Holder’s Registrable Securities notice (which request must state shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Corporation will Company shall use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause effect the registration under the Securities Act of all Registrable Securities as to which registration the Company has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the CorporationHolders thereof, all to the extent requisite required to permit the sale or other disposition by such Holder (in accordance with its written requestthe intended methods thereof as aforesaid) of such the Registrable Securities so to be registered. If , provided that: (1) 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 and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not of its obligation to pay the registration expenses in connection therewith); and (2) if a registration pursuant to this Section 8.1(c2 involves an Underwritten Offering and the managing underwriter of such Underwritten Offering advises the Company in writing (with a copy of each Participating Holder) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify its belief that such Registrable Securities are the amount of securities requested to be included in such registration exceeds the underwriting amount which can be sold in (or during the time of) such offering within an acceptable price range, then the Company will include in such registration that number of securities which the Company is so advised can be sold in (or during the time of) the offering as follows: first, all securities proposed by the Company to be sold for its own account; second, Approved Piggyback Securities and Registrable Securities held by any Participating Holder or holder of Approved Piggyback Securities, respectively, that has properly requested that its Registrable Securities or Approved Piggyback Securities, respectively, be included in such registration, pro rata, on the same terms basis of the amount of such Registrable Securities or Approved Piggyback Securities held by such holder; and conditions as third, all of the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant Company duly requested to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities be included in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If the Corporation Company at any time (other than pursuant to Sections 2.4 or 2.6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 15 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the holder of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is2.5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by a Holder pursuant such holders) if and to this Section 8.1(c) to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities 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 underwriting on account of any person other than the same terms Company or requesting holders of Restricted Stock, and conditions as provided, further, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock otherwise being sold through underwriters under to be included in such registration. Notwithstanding anything to underwriting be made available for shares of Restricted Stock unless the contrary contained in this Section 8.1(c), if there underwriting is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters Company's initial public offering and the period managing underwriter shall in which good faith advise the holders proposing to distribute their securities through such underwriting syndicate participates that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of shares of Restricted Stock which, in its opinion, can be included in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of registration and underwriting without such registration statementan effect.

Incidental Registration. (a) If the Corporation at any time Company proposes to register any of its Common Stock or Warrants, or if Doan▇ ▇▇▇poses to register any of its Preferred Stock, under the Securities Act for sale to the public, whether for its own account or for the account of (other security holders or both than a registration (except with respect to registration statements x) on Form S-8 or S-4 or another form any successor or similar forms, (y) relating to securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Issuer or (z) in connection with a direct or indirect merger, acquisition or other similar transaction), whether or not available for registering sale for its own account, it will at such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders the opportunity to include in such registration statement such number of Registrable Securities for sale of the same type as those proposed to be registered by the public), Issuer as each such time it will give written notice to the Holders of its intention to do soShareholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any Holder, given such Shareholder made within ten (10) 10 days after the receipt of any such notice, to register any of such Holder’s Registrable Securities notice from the Issuer (which request must state shall specify the number of Registrable Securities intended method to be disposed of disposition thereofby such Shareholder), the Corporation Issuer will use its commercially all reasonable efforts (as set forth in Section 8.1(d)) to cause effect the registration under the Securities Act of all Registrable Securities of the same type as those proposed to be registered by the Issuer which registration the Issuer has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the Corporationsuch Shareholders, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such the Registrable Securities so to be registered. If any ; provided that (i) if such registration pursuant to this Section 8.1(c) isinvolves an Underwritten Public Offering, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that all such Registrable Securities are Shareholders requesting to be included in the underwriting Issuer's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything apply to the contrary contained in Issuer or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 8.1(c), if there is a firm commitment underwritten offering of securities 5.2(a) and prior to the effective date of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities filed in connection with such offeringregistration, the Issuer shall determine for any reason not to register such Holder will refrain from selling stock, the Issuer shall give written notice to all such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; providedShareholders and, however, that the Holder, in any eventthereupon, shall be entitled relieved of its obligation to sell its register any Registrable Securities commencing in connection with such registration. No registration effected under this Section 5.2 shall relieve the Issuer of its obligations to effect a Demand Registration to the extent required by Section 5.1 hereof. The Issuer will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by any Demand Rights Holder in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering Second Amended and Restated Investors' Agreement 25 29 set forth in Section 5.1(d) shall apply) and the managing underwriter advises the Issuer that, in its view, the number of shares of Preferred Stock or Common Stock or Warrants which the Issuer and the Holders intend to include in such registration exceeds the Maximum Offering Size, the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Issuer as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all 2001 Registrable Securities requested to be included in such registration by any Holder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the 180th day after basis of the effective date relative number of shares of 2001 Registrable Securities so requested to be included in such registration); and (iii) third, all Registrable Securities (other than 2001 Registrable Securities) requested to be included in such registration statementby any Shareholder pursuant to Section 5.2 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities (other than the 2001 Registrable Securities) so requested to be included in such registration).

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 4.1 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each and if the holders of the Restricted Stock shall not have exercised their demand registration rights under Section 4.1 above as of the date of such time proposed registration, it will give written notice at such time to the Holders all holders of Restricted Stock then outstanding of its intention to do so. Upon the written request of any Holdersuch holder, given within ten (10) 30 days after receipt of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities its Restricted Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested requested, to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holders (in accordance with its their written request) of such Registrable Securities Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. If In the event that any registration pursuant to this Section 8.1(c) is4.2 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder holder pursuant to this Section 8.1(c) 4.2 to register Registrable Securities must Restricted Stock shall specify that such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything The number of shares of Restricted Stock to be included in such an underwriting may be reduced (in each case based upon the number of shares of Restricted Stock, so requested to be registered) if and to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities extent that the managing underwriter shall be of the Corporation pursuant opinion that such inclusion would adversely affect the marketing of the securities to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to be sold by the underwriters of securities Company being sold in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If the Corporation at any time proposes for any reason to register any of its Common Stock under the Securities Act for sale in connection with a proposed offering to the general public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each Corporation shall at such time it will promptly give written notice to the Holders all holders of Restricted Common Stock of its intention to do so. Upon , and, upon the written request of any Holderrequest, given received by the Corporation within ten (10) 30 days after receipt the date of any such notice, of the holders of any Restricted Common Stock to register any shares of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)Restricted Common Stock, the Corporation will shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause all such shares of Restricted Common Stock the Registrable Securities as to holders of which registration has been shall have so requested registration thereof to be included in registered under the securities to be covered by Securities Act promptly upon receipt of the registration statement proposed to be filed by the Corporationwritten request of such holders for such registration, all to the extent requisite necessary to permit the sale or other disposition by such Holder (in accordance with its written request) the prospective seller or sellers of such Registrable Securities the shares of Restricted Common Stock so registered. If any In the event that the proposed registration pursuant to this Section 8.1(c) by the Corporation is, in whole or in part, an underwritten public offering of Common Stocksecurities of the Corporation, any request by a Holder pursuant to this Section 8.1(c) 3 to register Registrable Securities must shares of Restricted Common Stock may specify that such Registrable Securities shares are to be included in the underwriting on the same terms and conditions as the shares of Common Stock Stock, if any, otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that if the Holdermanaging underwriter determines and advises the holders thereof in writing that the inclusion of all shares of the Restricted Common Stock and other Common Stock of the Corporation entitled to be included in the registration ("Other Registrable Stock") originally covered by a request for registration would interfere with the successful marketing of such securities, the number of shares of Restricted Common Stock and Other Registrable Stock that may, in any eventthe sole discretion of the managing underwriter, be included in the underwritten public offering on behalf of the holders thereof, if any, shall be entitled allocated: first, to sell its the Stockholder, second to the holders of the Restricted Common Stock in proportion, as nearly as practicable, to the respective number of shares of Restricted Common Stock which they had requested to be included in such underwritten public offering and, thereafter, among the holders of the Other Registrable Securities commencing on in proportion, as nearly as practicable, to the 180th day after the effective date respective number of shares of Other Registrable Stock which they had requested to be included in such registration statementunderwritten public offering.

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten thirty (1030) days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the holder of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request the number of shares of Restricted Stock to be included in such an underwriting may be reduced pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by a Holder pursuant such holders if and to this Section 8.1(c) to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities 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 underwriting on account of any person other than the same terms and conditions as the shares Company or requesting holders of Common Stock otherwise being sold through underwriters under such registrationRestricted Stock. Notwithstanding anything the foregoing provisions, the Company may withdraw any registration statement referred to the contrary contained in this Section 8.1(c)5 without thereby incurring any liability to the holders of Restricted Stock, if there is a firm commitment underwritten offering of securities of and further, the Corporation Company shall not be required, pursuant to this Section 5, to include any Restricted Stock in a registration statement covering Registrable Securities and Registration Statement if such Holder does not elect Restricted Stock can then be sold pursuant to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementRule 144(k).

Incidental Registration. If the Corporation Company at any time after the Redemption Date proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another Forms S-4, S-8, a transaction described under Rule 145 of the Securities A▇▇, ▇▇ ▇nother form not available for registering the Registrable Securities Stock for sale to the public), each such time it will give a written notice to Jordan Industries setting forth (i) the Holders date that Welcome Home intends to register shares of its intention to do soCommon Stock under the Securities Act, (ii) the names of any proposed managing or lead underwriters and (iii) the intended plan of distribution. Upon the written request of any HolderJordan Industries, given received by Welcome Home within ten (10) 30 days after receipt the giving of any such notice, the notice by Welcome Home to register any shares of such Holder’s Registrable Securities its Common Stock (which request must shall state the intended method of disposition thereofof a specified number of shares of Common Stock), the Corporation Welcome Home will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the such Registrable Securities Stock as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by Welcome Home. In the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If event that any registration pursuant to this Section 8.1(c) is4.3 shall be, in whole or in part, an a firm commitment underwritten public offering of Common StockStock and the managing underwriters advise Welcome Home that in their opinion the number of shares of Common Stock to be underwritten exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Jordan Industries, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are then the number of shares of Common Stock to be included in such an underwriting shall be reduced pro rata between Welcome Home and Jordan Industries based upon the underwriting on the same terms and conditions as the number of shares of Common Stock otherwise being sold through underwriters under requested to be included in such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after marketstatement; provided, however, that the Holder, in any event, number of shares of Registrable Stock shall be entitled to sell its Registrable Securities commencing on the 180th day limited only after the effective date exclusion of any shares to be included in such registration statementunderwriting for the account of any person other than Welcome Home or Jordan Industries.

Incidental Registration. If the Corporation at any time proposes for any reason to register any of its Common Stock securities under the Securities Act for sale subsequent to the public, whether for its own account or for the account of initial public offering (other security holders or both (except with respect than pursuant to a registration statements statement on Form S-8 ▇-▇, ▇-▇ or S-4 similar or another successor form not available for registering the Registrable Securities for sale to the public(collectively, "Excluded Forms")), it shall each such time it will promptly give written notice to the Holders all holders of outstanding Restricted Securities of its intention so to do so. Upon do, and, upon the written request of any Holderrequest, given within ten (10) 30 days after receipt of any such notice, of the holder of any such Restricted Securities to register any of such Holder’s Registrable Securities Restricted Shares (which request must shall specify the holders and shall state the intended method of disposition thereofof such Restricted Shares by the prospective seller), the Corporation will shall use its commercially reasonable best efforts to cause all such Restricted Shares (in minimum aggregate amounts of 10,000 shares as set forth in Section 8.1(d)presently constituted and subject to adjustment for subsequent stock splits, combinations and dividends) to cause be registered under the Registrable Securities as to which registration has been so requested to be included in Act promptly upon receipt of the securities to be covered by the registration statement proposed to be filed by the Corporationwritten request of such holders for such registration, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written requestthe intended methods thereof, as aforesaid) by the prospective seller or sellers of such Registrable Securities the Restricted Shares so registered. If any In the event that the proposed registration pursuant to this Section 8.1(c) by the Corporation is, in whole or in part, an underwritten public offering of Common Stocksecurities of the Corporation, any request by a Holder pursuant to this Section 8.1(c) 10.6 to register Registrable Securities must Restricted Shares may specify that such Registrable Securities shares are to be included in the underwriting (a) on the same terms and conditions as the shares of Common Stock Stock, if any, otherwise being sold through underwriters under such registration. Notwithstanding anything registration or (b) on terms and conditions comparable to the contrary contained those normally applicable to offerings of common stock in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates reasonably similar circumstances in the after marketevent that no shares of Common Stock other than Restricted Shares are being sold through underwriters under such registration; provided, however, that if the Holdermanaging underwriter determines and advises in writing that the inclusion of all Restricted Shares proposed to be included in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than holders of Restricted Securities and other than ▇▇▇▇▇ NEPA and Hwang (the "Other Shares") would interfere with the successful marketing (including pricing) of such securities, then the number of Restricted Shares, ▇▇▇▇▇ shares, NEPA shares, Hwang shares and Other Shares to be included in any event, such underwritten public offering shall be entitled reduced first, pro rata among the holders of Other Shares; second, if necessary, pro rata among the holders of Restricted Shares, ▇▇▇▇▇, NEPA and Hwang, based upon the number of shares requested by holders thereof to sell its Registrable Securities commencing on be registered in such underwritten public offering; and lastly, if necessary, among the 180th day after Corporation's shares requested by the effective date of Corporation to be registered in such registration statementSection 10.6 underwritten public offering, subject however to Section 10.5 (b).

Incidental Registration. If the Corporation Company at any time proposes to register any of its Common Stock 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 (except with respect to registration statements on Form S-4 or S-8 or S-4 or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given within ten (10) 20 days after receipt of any such notice, to register any of such Holder’s Registrable Securities its Restricted Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities so registeredRestricted Stock. If In the event that any registration pursuant to this Section 8.1(c) is6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder holder pursuant to this Section 8.1(c) 6 to register Registrable Securities must Restricted Stock shall specify that either (i) such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under undet such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the holders if Restricted Stock requesting that their shares of Restricted Stock be registered pursuant to this Section 6, based upon the number of share of stock which they desire to include in such registration), 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 ti be sold by the Company; provided, however, that, if any shares are to be included in such underwriting for the account of any person other than the Company or the holders of Restricted Stock, the number of shares to be included by any such person shall be reduced first. Notwithstanding anything to the contrary contained in this Section 8.1(c)6, if in the event that there is a firm commitment underwritten offering of securities of the Corporation Company pursuant to a registration statement covering Registrable Securities Restricted Stock and such Holder a selling holder of Restricted Stock does not elect to sell its Registrable Securities his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such Holder will holder shall refrain from selling such Registrable Securities Restricted Stock so registered pursuant to this section 6 during the period of distribution of the Corporation’s Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holdersuch holder shall, in any event, shall be entitled to sell its Registrable Securities Restricted Stock in connection with such registration commencing on the 180th 90th day after the effective date of such registration statement.

Incidental Registration. If the Corporation at any time (a) If, prior to July 13, 2004, PerkinElmer proposes to register any of its Common Stock under the Securities Act for sale file a registration statement (other than a registration statement filed pursuant to the public, whether for its own account Section 3.1 or for the account of other security holders or both (except with respect to a registration statements statement on Form S-8 or S-4 Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another form not available corporation) for registering the Registrable Securities for a primary offering and sale of shares of PerkinElmer Common Stock by PerkinElmer or an offering and sale of shares of PerkinElmer Common Stock by PerkinElmer and one or more selling stockholders, in each case, that is to the publicbe underwritten on a firm commitment or best efforts basis (a "COMPANY REGISTRATION STATEMENT"), each it will, prior to such time it will filing, give written notice to the Holders Stockholder of its intention to do soso at least 15 days prior to the anticipated filing date of such Company Registration Statement; provided, that PerkinElmer shall not be required to give any notice if the Company Registration Statement is underwritten and the underwriter(s) thereof shall have advised PerkinElmer in writing that no securities, other than those to be sold by PerkinElmer, may be included therein. PerkinElmer's written notice shall offer to include in such registration statement for offer to the public such number of Merger Shares as the Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class and securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and (if available or as soon as available) a good faith estimate (which may be a range) by PerkinElmer of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Upon the written request of any Holder, the Stockholder to PerkinElmer given within ten (10) 10 days after receipt of any PerkinElmer provides such notice, PerkinElmer shall use its reasonable best efforts to cause all Merger Shares which PerkinElmer has been requested by the Stockholder to register to be included in such Company Registration Statement. PerkinElmer shall have the right to postpone, suspend or withdraw any of such Holder’s Registrable Securities (which request must state Company Registration Statement without obligation to the intended method of disposition thereof)Stockholder. Notwithstanding anything in this Agreement to the contrary, the Corporation will use Stockholder shall have no right to include any Merger Shares in any primary offering and sale of shares of PerkinElmer Common Stock by PerkinElmer that is made pursuant to a "shelf" registration statement pursuant to Rule 415 (or any successor rule) under the Securities Act. (b) The right of the Stockholder to include its commercially reasonable efforts (as Merger Shares in any Company Registration Statement shall be conditioned upon the Stockholder's participation in the underwriting for such Company Registration Statement on the terms set forth herein. The Stockholder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by PerkinElmer. Notwithstanding any other provision of this Section 8.1(d)3.2, if the managing underwriter advises PerkinElmer in writing that in its opinion the inclusion of all shares requested to be registered by PerkinElmer and any selling stockholders (including the Stockholder) to cause would adversely affect the Registrable Securities as to which registration has been so requested offering, PerkinElmer may limit the number of Merger Shares to be included in the securities to be covered by Company Registration Statement and underwriting. In such event, PerkinElmer shall so advise the registration statement proposed to be filed by Stockholder, and the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) number of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify shares that such Registrable Securities are entitled to be included in the Company Registration Statement and underwriting on shall be allocated in the same terms following manner: (i) First, the securities of PerkinElmer to be issued by PerkinElmer shall be included in the Company Registration Statement. (ii) Second, the securities of PerkinElmer held by the Stockholder and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering other holders of securities of the Corporation pursuant PerkinElmer who are entitled, by contract with PerkinElmer, to have securities included in such a registration statement covering Registrable Securities shall be included in the Company Registration Statement, on a pro rata basis based upon the number of securities of PerkinElmer requested by the Stockholder and such Holder does not elect other holders to sell its Registrable Securities to the underwriters of securities be included in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementCompany Registration Statement.

Incidental Registration. If the Corporation Company at any time after the Second Public Offering (other than pursuant to Sections 2.4 or 2.6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 15 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) the holder of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is2.5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by a Holder pursuant such holders) if and to this Section 8.1(c) to register Registrable Securities must specify the extent that the managing underwriter shall be of the opinion that such Registrable Securities 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 underwriting on account of any person other than the same terms Company or requesting holders of Restricted Stock, and conditions as provided, further, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock otherwise being sold through underwriters under to be included in such registration. Notwithstanding anything to underwriting be made available for shares of Restricted Stock unless the contrary contained in this Section 8.1(c), if there underwriting is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the CorporationCompany’s securities by such underwriters initial public offering and the period managing underwriter shall in which good faith advise the holders proposing to distribute their securities through such underwriting syndicate participates that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of shares of Restricted Stock which, in its opinion, can be included in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of registration and underwriting without such registration statementan effect.

Incidental Registration. If (a) From and after the Corporation time the Threshold has been reached, and to the extent in excess thereof, if the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or in a Public Offering for the account of other security holders or both Coyote (except with respect to registration statements on Form S-8 or S-4 or another a form which is not available for registering the Registrable Securities Common Stock for sale to the public), each such time it will give at least ten days prior written notice to the Holders each Assignee Purchaser of its intention so to do soincluding the number of shares of Common Stock proposed to be registered by Coyote. Upon the written request of any Holdersuch Assignee Purchaser, given received by the Company within ten (10) days after receipt the giving of any such noticenotice by the Company, to register any up to its Article IV Equivalent Portion (as defined below) of all Common Stock held by such Holder’s Registrable Securities Assignee Purchaser (which request must shall state the intended method of disposition thereof), the Corporation Company will use its all commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities shares of Common Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder Assignee Purchaser (in accordance with its written request) of such Registrable Securities shares of Common Stock so registered. If Alternatively, the Company may in its sole discretion include such shares of Common Stock in a separate registration statement to be filed concurrently with the registration statement for the account of Coyote to be filed by the Company. In the event that any registration pursuant to this Section 8.1(c) isArticle IV shall be, in whole or in part, an underwritten public offering Public Offering of shares of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are the number of shares of Common Stock to be included in such an underwriting may be reduced (pro rata among the underwriting on requesting Assignee Purchasers and Coyote based upon the same terms and conditions as the number of shares of Common Stock otherwise owned by such Assignee Purchasers and Coyote) due to (i) the provisions of any registration rights or similar agreement between the Company and any Coyote Entity or between the Company and any management shareholders (it being sold through underwriters under such registration. Notwithstanding anything understood that the Coyote Entities and certain management shareholders shall have pro rata rights with respect to incidental registration rights pursuant to (x) the contrary contained in this Section 8.1(cregistration rights agreement by and among the Company and the Coyote Entities, dated as of the date hereof, and (y) that certain shareholders agreement, dated as of the date hereof, among the Company, APL Limited and the Coyote Entities and (z) that certain shareholders agreement, dated as of the date hereof, among the Company, the Coyote Entities and certain management shareholders), or (ii) if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offeringapplicable, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after underwriter market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If the Corporation at (a) At any time until the time at which Stockholders may sell publicly all Registrable Shares owned by such Stockholders without registration under the Securities Act, each time the Company proposes to register any shares of its Common Stock under the Securities Act for sale cash pursuant to either an underwritten public offering, the publicSeller-dealer transactions, whether or a combination of the foregoing (other than in connection with a dividend reinvestement, employee benefit, stock option or similar plan, an offering of rights, warrants or securities directly or indirectly convertible into or exchangeable or exercisable for its own account Common Stock or as registration solely for the account of other security holders the Company pursuant to Rule 415 under the Securities Act or both (except with respect to a registration statements of shares on Form S-8 or S-4 or another any other form not generally available for registering the Registrable Securities registration of securities for sale to the public), each such time it will the Company shall give written notice to [SELLER], as the Holders representative of the Stockholders (the "Representative"), of its intention to do so. Upon the written request of any Holder, given within ten (10) days after receipt of any such notice, the Representative may give the Company a written request to register any all or some of such Holder’s Stockholders' Registrable Securities (which request must state Shares in the intended method of disposition thereof), registration described in the Corporation will use its commercially reasonable efforts (written notice from the Company as set forth in Section 8.1(d)the foregoing sentence, provided that such written request is given within seven (7) to cause the Registrable Securities as to which registration days after any such notice has been so given by the Company (with such request stating (i) the amount of Registrable Shares to be included and (ii) any other information reasonably requested by the Company to properly effect the registration of such Registrable Shares). Subject to Section 2(b) and 3, upon receipt of such request, if the registration form proposed to be used by the Company may also be used to register Registrable Shares for distribution by such Selling Stockholders, the Company will use its reasonable best effort to promptly cause all such Registrable Shares requested to be included in the securities such registration to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder so included (in accordance with its written request) the methods of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included distribution set forth in the underwriting on Company's notice of intended registration). (b) If the same terms and conditions as the shares proposed method of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there distribution is a firm commitment underwritten public offering and the managing underwriter thereof determines in good faith that the inclusion of securities such Registrable Shares would materially adversely affect the offering, the number of Registrable Shares to be offered for the accounts of the Corporation pursuant Selling Stockholders shall be reduced or limited in proportion to the number of Registrable Shares owned by all such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriter; provided, that if securities are being offered for the account of other persons or entities (other than, or in addition to, the Company), such reduction shall be made pro rata from the securities intended to be offered by such other persons (regardless of whether such other persons acquire or have acquired their shares of Common Stock before, on or after the date hereof) and the Selling Stockholders and subject to the registration rights of those persons set forth on Schedule I hereto, but no such reduction shall be made from the securities to be offered for the account of the Company. (c) The Company's obligations under this Section 2 shall apply to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities be effected for Common Stock to be sold for the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution account of the Corporation’s securities by such underwriters Company as well as a registration statement which includes Common Stock to be offered for the account of other holders of Common Stock. (d) The Company may at any time and from time to time, without the period consent of any Stockholder, delay, suspend, abandon or withdraw any Registration Statement described in Section 2(a) and any related proposed or actual offering or other distribution in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date Stockholder has requested inclusion of such registration statementStockholder's Registrable Shares pursuant to this Section 2.

Incidental Registration. (a) If the Corporation Computone at any time proposes to register any of its Common Stock 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 (both, except with respect to registration statements on Form S-4 or Form S-8 or S-4 or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will Computone shall give written notice to the all Holders of Restricted Stock of its intention to do so. Upon the written request of any such Holder, given within ten (10) 20 days after receipt of any such notice, to register any of such Holder’s Registrable Securities (its Restricted Stock, which request must shall state the intended method of disposition thereof), the Corporation Computone will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock (in minimum amounts of $100,000 in market value of Restricted Stock) as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationComputone, all to the extent requisite to permit the sale or other disposition by such the Holder (in accordance with its written request) request of such Registrable Securities Restricted Stock so registered. If . (b) In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) 5 to register Registrable Securities must Restricted Stock shall specify that either (i) such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registrationregistration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced pro rata among the requesting Holders 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 Computone therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than Computone and the Holders of Restricted Stock: (i) the number of shares to be included by any such other person shall be reduced first, and (ii) thereafter, the number of shares of Restricted Stock shall be reduced among all participating Holders pro rata according to the number of shares proposed to be sold. (c) Notwithstanding anything to the contrary contained in this Section 8.1(c)5, if in the event that there is a firm commitment an underwritten offering of securities of the Corporation Computone pursuant to a registration statement covering Registrable Securities Restricted Stock and such a selling Holder of Restricted Stock does not elect to sell its Registrable Securities his Restricted Stock to the underwriters of securities of Computone in connection with such offering, such Holder will shall refrain from selling such Registrable Securities Restricted Stock so registered pursuant to this Section 5 during the period of distribution of the Corporation’s securities of Computone by such underwriters and the period in which the underwriting syndicate participates in the after marketaftermarket; provided, howeverhow ever, that the Holdersuch Holder shall, in any event, shall be entitled to sell its Registrable Securities Restricted Stock in connection with such registration commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. If the Corporation at any time following the Closing Date Enstar proposes to register any of its Common Stock under the Securities Act (other than on Forms S-4, ▇-▇ ▇▇ any other form which does not permit registration of securities by Flowers for sale to the public, whether public for cash) in connection with the proposed offer and sale for cash either for its own account or for the account on behalf of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public)any holder of Common Stock, each such time it will give written notice to the Holders Flowers of its intention to do so. Upon the written request of any HolderFlowers, given within ten (10) five business days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)Registration Shares, the Corporation Enstar will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Registration Shares as to which registration has been so requested to be included in the securities shares of Common Stock to be covered by the registration statement proposed to be filed by the CorporationEnstar, all to the extent requisite required to permit the sale or other disposition by such Holder Flowers (in accordance with its written request) of such Registrable Securities Registration Shares so registered. If any a registration effected pursuant to this Section 8.1(c) is, in whole or in part, an 4 involves a firm commitment underwritten public offering, Enstar shall have the sole right to select the managing underwriters. The managing underwriters for such offering shall have the authority to reduce the number of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are Registration Shares to be included in such registration if and to the underwriting extent they are of the opinion (a copy of which shall be delivered to Flowers), that inclusion of such Registration Shares would materially adversely affect the marketing of the Common Stock to be sold under such offering. Any such reduction or cutback in the shares included in any such offering shall be effected in accordance with the following priorities: (a) First, the managing underwriters shall exclude shares ("Piggyback Shares") of Common Stock included in such registration by shareholders (including Flowers) by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to such shareholders, which exclusion shall be effected on a pro rata basis based upon the same terms and conditions as the number of shares of Common Stock otherwise being sold through so requested to be registered in such offering by all such shareholders proposing to sell Piggyback Shares; and (b) Second, and only to the extent necessary and after the exclusion of all Piggyback Shares, the managing underwriters under shall exclude shares of Common Stock included in such registrationregistration by Enstar and any shareholder of Enstar who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock proposed to be registered on behalf of Enstar and on behalf of any such holder of demand registration rights. Notwithstanding anything to the contrary contained in this Section 8.1(c)4, if there is a firm commitment underwritten public offering of securities of the Corporation Common Stock pursuant to a which Flowers has incidental registration statement covering Registrable Securities rights under this Section 4 and such Holder does not elect Flowers elects to sell its Registrable Securities to the underwriters of securities Registration Shares in connection with such underwritten public offering, such Holder will Flowers shall enter into an agreement (the "Lockup Agreement"), pursuant to which Flowers shall refrain from selling any Registration Shares (other than Registration Shares included in such Registrable Securities Registration) then owned by Flowers during the period of distribution of the Corporation’s securities Common Stock by such underwriters and for a period of ninety days following the period in which the underwriting syndicate participates in the after marketeffective date of such registration; provided, however, that the Holder, in any event, Flowers shall be entitled required to sell its Registrable Securities commencing on enter into the 180th day after Lockup Agreement if, and only if, directors and executive officers of Enstar enter into an agreement similar to the effective date of such registration statementLockup Agreement.

Incidental Registration. (a) If the Corporation at any time Company proposes to register any of its Common Stock under the Securities Act for sale or OpCo proposes to register any of its Preferred Stock under the publicSecurities Act (in each case, whether for its own account or for the account of other security holders or both than a registration (except A) in connection with respect to registration statements an Initial Public Offering (other than an Initial Public Offering initiated as a Demand Registration), (B) on Form S-8 or S-4 S- 4 or another form any successor or similar forms, (C) relating to Common Stock or Preferred Stock issuable upon exercise of employee or other stock options or in connection with any employee benefit or similar plan of the Company or OpCo or (D) in connection with a direct or indirect merger, acquisition or other similar transaction) whether or not available for registering the Registrable Securities for sale for its own account, it will each such time, subject to the public)provisions of Section 5.02(b) hereof, give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Registrable Stock as each such time it will give written notice to the Holders of its intention to do soShareholder may request (an "Incidental Registration"). Upon the written request of any Holder, given such Shareholder made within ten (10) 15 days after the receipt of any such notice, to register any of such Holder’s Registrable Securities notice from the Registering Entity (which request must state shall specify the number of shares of Registrable Stock intended method to be disposed of disposition thereofby such Shareholder), the Corporation Registering Entity will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause effect the registration under the Securities Act of all Registrable Securities as to Stock which registration the Registering Entity has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the Corporationsuch Shareholders, all to the extent requisite to permit the sale or other disposition by of the Registrable Stock so to be registered; provided that (i) if such Holder (in accordance with its written request) of registration involves an Underwritten Public Offering, all such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are Shareholders requesting to be included in the underwriting Registering Entity's registration must sell their Registrable Stock to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Registering Entity and the Selling Shareholders and (ii) if, at any time after giving written notice of its intention to register any 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 Registering Entity shall determine for any reason not to register such stock, the Registering Entity shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Stock in connection with such registration. No registration effected under this Section 5.02 shall relieve the Registering Entity of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Registering Entity will pay all Registration Expenses in connection with each registration of Registrable Stock requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by any Shareholder in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01 (d) shall apply) and the managing underwriter advises the Registering Entity that, in its view, the number of shares of Common Stock otherwise being sold through underwriters under and/or Preferred Stock, as the case may be, which the Registering Entity and the Selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Registering Entity will include in such registration. Notwithstanding anything , in the following priority, up to the contrary contained Maximum Offering Size: (i) first, so much of the Common Stock and/or Preferred Stock, as the case may be, proposed to be registered by the Registering Entity as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Stock requested to be included in this such registration by any Shareholder pursuant to Section 8.1(c)5.02 (allocated, if there is a firm commitment underwritten necessary for the offering of securities not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the Corporation pursuant relative number of shares of Registrable Stock so requested to a registration statement covering Registrable Securities and be included in such Holder does not elect to sell its Registrable Securities registration). (c) The rights of the Individual Shareholders other than Outside Director Shareholders or any of their Permitted Transferees hereunder are subject to the underwriters of securities limitations set forth in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementSection 3.04(b).

Incidental Registration. (a) If the Corporation at any time after the Pooling ----------------------- Period, the Company proposes to register any of its Common Stock under the Securities Act (other than on Forms ▇-▇, ▇-▇ or any other form which does not permit registration of securities by selling stockholders for sale to the public, whether public for cash) in connection with the proposed offer and sale for cash either for its own account or for the account on behalf of other security holders or both any holder of Common Stock (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the publican "Eligible Registration"), each such time it will give written notice to the Holders Stockholders of its intention to do so. Upon the a Stockholder's written request of any Holderto the Company, given within ten (10) five business days after receipt of any such notice, to register any of such Holder’s Stockholder's Registrable Securities (which request must state the intended method of disposition thereof)Shares, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Shares as to which registration has shall have been so requested to be included in the securities shares of Common Stock to be covered by the registration statement proposed to be filed by the CorporationCompany; provided that nothing set forth -------- in this Agreement shall prevent the Company from, all at any time, withdrawing, abandoning or delaying any registration of such Common Stock. (b) The Company shall have the sole right to select the managing underwriter or underwriters. The managing underwriter for such offering shall have the authority, in its sole discretion, to reduce the number of Registrable Shares to be included in such registration if and to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) that it determines that inclusion of such Registrable Securities Shares would adversely affect the marketing of the other Common Stock to be sold thereunder. Any such reduction in the shares included in any such offering shall be effected (i) first, by excluding shares ("Piggyback Shares") of Common Stock that otherwise would be included by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to stockholders (including the Stockholders), which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock so registered. requested to be registered in such offering by all such stockholders proposing to sell Piggyback Shares and (ii) second, only to the extent necessary and after the exclusion of all Piggyback Shares, by excluding shares of Common Stock included in such registration by the Company and any stockholder of the Company who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis upon the number of shares of Common Stock proposed to be registered on behalf of the Company and on behalf of any such holder of demand registration rights. (c) If any registration pursuant to this Section 8.1(c) is2 shall be underwritten, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder the Company or the managing underwriter or underwriters may require that the Registrable Shares requested for inclusion pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to 2 be included in the underwriting on the same terms and conditions as the shares of Common Stock securities otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementunderwriters.

Incidental Registration. (a) If the Corporation at any time Company proposes to register any of its Class A Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of (other security holders or both than a registration (except with respect to registration statements A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to equity securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company, (C) for its own account pursuant to Rule 415, or (D) in connection with a direct or indirect acquisition by the Company of another form not available for registering company), it will each such time, subject to the provisions of Section 2.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to the Holders, which notice shall set forth the Holders' rights under this Section 2.02 and shall offer the Holders the opportunity to include in such registration statement such number of Registrable Securities for sale as are proposed to the public), be registered as each such time it will give written notice to the Holders of its intention to do soHolder may request (an "Incidental Registration"). Upon the written request of any Holder, given Holder made within ten (10) 10 days after the receipt of any such notice, to register any of such Holder’s Registrable Securities notice from the Company (which request must state shall specify the number of Registrable Securities intended method to be disposed of disposition thereofin such registration by the Holder), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause effect the registration under the Securities Act of all Registrable Securities as to which registration the Company has been so requested to be included in register by such Holders, to the securities extent required to permit the disposition of the Registrable Securities so to be covered by registered; provided that (I) if the registration statement proposed the Company proposes to be filed by the Corporationfile relates to an underwritten offering, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are Holders requesting to be included in the underwriting Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything apply to the contrary contained in Company, and (II) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 8.1(c), if there is a firm commitment underwritten offering of securities 2.02(a) and prior to the effective date of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities filed in connection with such offeringregistration, the Company shall determine for any reason not to register such Holder will refrain from selling securities, the Company shall give written notice to all such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; providedHolders and, however, that the Holder, in any eventthereupon, shall be entitled relieved of its obligation to sell its register any Registrable Securities commencing in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect Demand Registrations to the extent required by Section 2.01. The Company will pay all Company Registration Expenses, and the participating Holders will pay all Holder Registration Expenses, in connection with each registration of Registrable Securities requested pursuant to this Section 2.02. (b) If the managing underwriter of an offering advises the Company that, in its view, the number of shares of Class A Common Stock that the Company and Participating Holders intend to include in a registration effected under this Section 2.02 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 as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration statement by Participating Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Participating Holders on the 180th day after basis of the effective date relative number of such registration statementshares of Registrable Securities requested by each of them to be so included).

Incidental Registration. If (a) In the Corporation at event that (but without any time obligation to do so) the Company proposes to register any conduct a Qualifying IPO and KLT has informed the Company that it intends to include shares of its Common Stock for resale in such offering (or, if KLT does not elect to include its shares of Common Stock for resale in such Qualifying IPO, then in the first offering registered under the Securities Act in which KLT offers its shares for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the publicresale), the Company shall promptly give each such time it will give of the Weinstein Shareholder(s) written notice to of suc▇ ▇▇▇▇▇▇▇ation at least 20 days before the Holders anticipated filing date of its intention to do soany Registration Statement for such offering. Upon the written request of any Holder, given of the Weinstein Shareholder(s) within ten (10) days after receipt of any ▇▇▇ ▇▇▇▇ipt by such notice, to register any Weinstein Shareholder(s) of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)notice from t▇▇ ▇▇▇▇▇▇y, the Corporation will use its commercially reasonable efforts Company shall cause to be registered under the Securities Act the Pro Rata Share of all of the Weinstein Shares that such Weinstein Sharehold▇▇(as set forth in Section 8.1(d)▇) to cause the Registrable Securities as to which registration has been ▇▇▇e so requested to ▇▇ ▇▇▇▇▇▇ered. The term "Pro Rata Share" for purposes of this Section 2.3 shall mean the same proportion of shares of Common Stock owned by Weinstein Shareholder(s) in relation to the sh▇▇▇▇ ▇▇ ▇ommon Stock owned by KLT or its permitted transferees that are proposed to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all such offering as is equal to the extent requisite to permit fraction, the sale or other disposition by such Holder (in accordance with its written request) numerator of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering which shall be the number of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under owned by such registrationWeinstein Shareholder(s) and the denominator o▇ ▇▇▇▇▇ ▇hall be the sum of the number of shares of Common Stock owned by such Weinstein Shareholder(s) and KLT and its permi▇▇▇▇ ▇▇▇▇sferees (assuming full conversion and exercise of all convertible and exercisable securities into Common Stock). Notwithstanding anything The Company shall not be required to proceed with, or maintain the effectiveness of, any registration of its securities after giving the notice herein provided, and the right of any Weinstein Shareholder(s) to have Weinstein Sha▇▇▇ ▇▇▇▇▇ded in such Registration ▇▇▇▇▇▇▇▇t shall be conditioned upon participation in any underwriting to the contrary contained extent provided herein. The Company shall not be required to include any Weinstein Shares in this Section 8.1(c)such underwriting unless t▇▇ ▇▇▇▇▇▇ein Shareholder(s) owning such shares en▇▇▇ ▇▇▇▇ an underwriting agreement with the underwriter(s) selected by the Company in customary form, if there is a firm commitment underwritten offering of securities and upon terms and conditions agreed upon between the Company and such underwriter(s) (except as to monetary obligations of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does Weinstein Shareholder(s) not elect to sell its Registrable Securities to the underwriters contemplated by S▇▇▇▇▇▇ ▇.7 of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementthis Shareholders Agreement).

Incidental Registration. If the Corporation Company at any time (other than pursuant to Section 4 or 5 hereof) after the Effectiveness Period proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 (or S-4 any successor form) or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice at such time to the Holders all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any Holdersuch holder, given within ten (10) 20 days after receipt of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities its Restricted Stock (which request must shall state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities so registeredRestricted Stock; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. If In the event that any registration pursuant to this Section 8.1(c) is6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder holder pursuant to this Section 8.1(c) 6 to register Registrable Securities must Restricted Stock shall specify that either (i) such Registrable Securities are Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registrationregistration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. Notwithstanding anything The number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the contrary contained 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 or by holders of Restricted Stock. In such event, the Company shall include in this such registration (i) first, the securities the Company proposes to sell or the securities proposed to be sold pursuant to Section 8.1(c4 of the Second Amended and Restated Agreement, (ii) second, the Restricted Stock requested to be included in such registration hereunder and the "Restricted Stock" requested to be included in such registration under the Second Amended and Restated Agreement (other than Section 4 thereof), if there is a firm commitment underwritten offering of securities of pro rata among the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities holders thereof participating in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementbased upon the number of shares owned by each such holder and (iii) third, other securities requested to be included in such registration by persons other than holders of Restricted Stock hereunder or under the Second Amended and Restated Agreement.

Incidental Registration. If 2.2.1 Subject to Section 2.2.2, below, whenever the Corporation at any time Company proposes to register any file a Registration Statement for the issuance or public sale of its Common Stock under or other equity of the Securities Act for sale to the public, whether Company for its own account or for the account of other security holders or both a holder of Common Stock of the Company (except with respect for registrations relating to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale employee benefit plans and corporate reorganizations) at any time and from time to the public)time, each it will, prior to such time it will filing, give written notice to the all Holders of its intention to do so. Upon so and, upon the written request of any Holder, a Holder or Holders given within ten twenty (1020) days after receipt of any the Company provides such notice, to register any of such Holder’s Registrable Securities notice (which request must shall state the intended method of disposition thereofof such Registrable Securities), the Corporation will Company shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the all Registrable Securities as to which registration that the Company has been requested by such Holder or Holders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder or Holders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Holder. 2.2.2 In connection with any offering under this Section 2.2 involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the good faith opinion of the underwriters, jeopardize the success of the offering by the Company. 2.2.3 In connection with any offering under this Section 2.2 involving an underwriting, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the securities to be so underwritten, the securities which the Company has requested to be so included shall be entirely included in such registration and underwriting and the number of Registrable Securities to be included in the securities to be covered registration and underwriting by the Holders shall thereafter be allocated pro rata among the Holders and any other Persons with similar registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares rights based upon their total ownership of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after marketor other equity interests; provided, however, that such allocation shall not operate to reduce the Holderaggregate number of securities to be included in such registration, if any Holder does not request inclusion of the maximum number of Registrable Securities allocated to such Holder pursuant to the above-described procedure, in any event, which case the remaining portion of such Holder's allocation shall be entitled to sell its Registrable Securities commencing reallocated among those Holders whose allocations did not satisfy their requests, pro rata on the 180th day after basis of the effective date Common Stock or other equity interests which would be held by such Holders. This procedure shall be repeated until all of such the securities which may be included in the registration statementon behalf of the requesting Holders have been so allocated.

Incidental Registration. If the Corporation Company at any time proposes to register file on its behalf and/or on behalf of any of its Common Stock other security holders ("Other Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for sale securities to be offered in a transaction of the publictype referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, whether for its own account or respectively) for the account general registration of other security holders or both (except securities to be sold for cash with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public)its Common Stock, each such time it will give prompt written notice to the Holders all holders of its intention to do so. Upon the written request of any Holder, given within ten (10) days after receipt of any such notice, to register any Registrable Securities of such Holder’s Registrable Securities (registration, which request must state notice shall set forth the intended method of disposition thereof), of the Corporation will use its commercially reasonable efforts (as set forth securities proposed to be registered by the Company. The notice shall offer to include in Section 8.1(d)) to cause such filing the aggregate number of Registrable Securities as such holders may request (an "Incidental Registration"). Nothing in this Section 3(g) shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 3(g) at any time prior to the effective date of the registration relating thereto. Each holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 3(g) shall advise the Company in writing within twenty (20) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration has been is requested. The Company shall thereupon include in such filing the number of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its good faith opinion, the distribution of Registrable Securities requested to be included in the registration concurrently with the securities to be covered being registered by the registration statement proposed Company exceeds the number which can be sold in such offering without being likely to be filed by have a significant adverse effect upon the Corporationprice, timing or distribution of the offering, then the Company shall include in such registration, first, the securities which the Company proposes to sell solely for the account of the Company; and second, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request and securities held by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify Other Holders that such Registrable Securities are requested to be included in such registration that can be sold without having the underwriting adverse effect referred to above, pro rata on the same terms and conditions as basis of the shares relative number of Common Stock otherwise being sold through underwriters under such securities requested to be included in such registration. Notwithstanding anything To the extent required by the managing underwriter, the holders of Registrable Securities requested to be registered shall reduce the number of Registrable Securities each requested to be registered, pro rata, in the proportion that the number of Registrable Securities requested by each such holder to be registered bears to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering aggregate number of securities of the Corporation pursuant to a registration statement covering Registrable Securities requested to be registered by all holders (it being agreed and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; providedunderstood, however, that such underwriter shall have the Holderright to eliminate entirely the participation in such registration of the Registrable Securities). Except as otherwise provided in this agreement, in any event, all Registration Expenses of an Incidental Registration shall be entitled to sell its Registrable Securities commencing on borne by the 180th day after the effective date of such registration statementCompany.

Incidental Registration. If the Corporation Company at any time proposes to register any of its Common Stock securities under the Securities Act (other than a registration effected on either Form S-4 or Form S-8) for sale the purpose of selling such securities to the public, public whether for its own account or for the account of other any of its security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering both, the Registrable Securities for sale to the public), Company shall each such time it will give written notice to the Holders of its intention so to do sodo. Upon the written request of any Holder, by Holders given within ten (10) 15 days after receipt of any such notice, to register any of such Holder’s Registrable Securities notice (which request must shall state the intended method number of disposition thereofRegistrable Securities to be disposed of), the Corporation Company will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the promptly all Registrable Securities as to of which registration has been so is requested to be included in registered or qualified under the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite Securities Act or any other applicable federal or state law or regulation so as to permit the sale or other disposition by such Holder (thereof in accordance with its the Holders' written request. The Company will keep effective and maintain any registration or qualification specified in this Section 2 for such period (not exceeding 120 days) of as may be reasonably necessary to effect such Registrable Securities so registeredsale or disposition in accordance with the Holders' written request. If any the registration pursuant is to this Section 8.1(c) is, be effected in whole or in part, connection with an underwritten public offering, (i) the Holders participating in such registration shall be required to sell through the underwriter; (ii) the Holders participating in such registration (together with the Company) shall enter into an underwriting agreement with the managing underwriter in the form customarily used by such underwriter; and (iii) if the managing underwriter thereof determines that the total number of shares of the Common Stock to be sold in such offering should be limited due to market conditions or otherwise, the reduction in the total number of Common Stockshares offered shall be made by first excluding any shares of selling stockholders who are not holders of contractual rights to have such shares registered under the Securities Act, any request and then, if necessary, by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are excluding pro rata (based on the number of securities requested to be included in the underwriting on the same terms and conditions as such registration) the shares of Common Stock otherwise being to be sold through underwriters under such registration. Notwithstanding anything to by the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities Holders and other securityholders of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection Company with such offeringsimilar rights, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates before any reduction is made in the after market; provided, however, that total number of shares to be sold pursuant thereto by the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementCompany.

Incidental Registration. (a) If the Corporation at any time Company proposes to register any of its Common Stock or Warrants, or if Doan▇ ▇▇▇poses to register any of its Preferred Stock, under the Securities Act for sale to the public, whether for its own account or for the account of (other security holders or both than a registration (except with respect to registration statements x) on Form S-8 or S-4 or another form any successor or similar forms, (y) relating to securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Issuer or (z) in connection with a direct or indirect merger, acquisition or other similar transaction), whether or not available for registering sale for its own account, it will at such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders the opportunity to include in such registration statement such number of Registrable Securities for sale of the same type as those proposed to be registered by the public), Issuer as each such time it will give written notice to the Holders of its intention to do soShareholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any Holder, given such Shareholder made within ten (10) 10 days after the receipt of any such notice, to register any of such Holder’s Registrable Securities notice from the Issuer (which request must state shall specify the number of Registrable Securities intended method to be disposed of disposition thereofby such Shareholder), the Corporation Issuer will use its commercially all reasonable efforts (as set forth in Section 8.1(d)) to cause effect the registration under the Securities Act of all Registrable Securities of the same type as those proposed to be registered by the Issuer which registration the Issuer has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the Corporationsuch Shareholders, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such the Registrable Securities so to be registered. If any ; provided that (i) if such registration pursuant to this Section 8.1(c) isinvolves an Underwritten Public Offering, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that all such Registrable Securities are Shareholders requesting to be included in the underwriting Issuer's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything apply to the contrary contained in Issuer or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 8.1(c), if there is a firm commitment underwritten offering of securities 5.2(a) and prior to the effective date of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities filed in connection with such offeringregistration, the Issuer shall determine for any reason not to register such Holder will refrain from selling stock, the Issuer shall give written notice to all such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; providedShareholders and, however, that the Holder, in any eventthereupon, shall be entitled relieved of its obligation to sell its register any Registrable Securities commencing on in connection with such registration. No registration effected under this Section 5.2 shall relieve the 180th day after Issuer of its obligations to effect a Demand Registration to the effective date extent required by Section 5.1 hereof. The Issuer will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by any Shareholder in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(d) shall apply) and the managing underwriter advises the Issuer that, in its view, the number of shares of Preferred Stock or Common Stock or Warrants which the Issuer and the Selling Shareholders intend to include in such registration statement.exceeds the Maximum Offering Size, the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Issuer as would not cause the offering to exceed the Maximum Offering Size; and

Incidental Registration. If (i) If, during the Corporation Registration Period, the Company at any time or from time to time proposes to register file with the Commission a registration statement under the Act with respect to any proposed distribution of any of its Common Stock under the Securities Act securities (other than a registration to be effected on Form S-4, S-8 or other similar limited purpose form), whether for sale to the public, whether for its own account or for the account of any other security holders or both (except person holding registration rights with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to securities of the public)Company, each such time it will then the Company shall give written notice of such proposed filing to the holders of Registrable Stock at least thirty (30) days before the anticipated filing date, and such notice shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and shall offer the holders of Registrable Stock the opportunity to register such number of shares of Registrable Stock as the holders of Registrable Stock may request. Upon receipt by the Company by the anticipated filing date of written requests from the Participating Holders of its intention to do so. Upon Registrable Stock for the written request of any Holder, given within ten (10) days after receipt of any such notice, Company to register any of such Holder’s their Registrable Securities (which request must state the intended method of disposition thereof)Stock, the Corporation will Company shall permit, or in the event of an underwritten offering, shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale managing underwriter or other disposition by such Holder (in accordance with its written request) underwriters of such Registrable Securities so registered. If any registration pursuant proposed underwritten offering to this Section 8.1(c) ispermit, the Participating Holders to include such securities in whole or in part, an underwritten public such offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of any similar securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after marketCompany included therein; provided, however, that if in the Holderopinion of the managing underwriter or underwriters of such offering, the inclusion of the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering would interfere, hinder, delay, reduce or prevent the effectiveness or sale of the Company's shares of Common Stock proposed to be so registered or would otherwise adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Company and each holder of Common Stock (including without limitation Registrable Stock) or securities convertible into or exercisable for Common Stock proposed to be registered (other than any event, persons exercising demand registration rights) shall be entitled reduced (or eliminated) in proportion to sell its Registrable Securities commencing their respective values to the extent necessary to reduce the total amount of securities to be included in such offering on the 180th day after the effective date behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statementstatement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Participating Holders, (i) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock.

Incidental Registration. If the Corporation Company shall, at any time proposes and from time to register time after the Initial Public Offering, propose an underwritten offering for cash of any of its Common Stock under the Securities Act for sale to the publicSecurities, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders of its intention to do so. Upon the written request of any Holder, given within ten (10) days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and under the Act or otherwise, the Company shall give written notice as promptly as practicable of such Holder does not elect to sell its Registrable Securities proposed registration or offering to the underwriters Stockholders and shall use its best efforts to include in such offering and, if such offering is pursuant to a registration statement under the Act, in such registration, any of securities in connection with the same class of such Securities held by a Stockholder as a Stockholder shall request within 20 calendar days after the giving of such notice, upon the same terms (including the method of distribution) as such offering; provided, however, that (i) the Company shall not be required to give such Holder will refrain from selling notice or include any such Registrable Securities during in any offering pursuant to a registration statement filed on Form S-8 or Form S-4 (or such other form or forms as shall be prescribed under the period Act for the same purposes as such forms) or any registration statement for a dividend reinvestment or employee stock purchase plan and (ii) the Company may at any time prior to the effectiveness of distribution any such registration statement or commencement of any such offering not pursuant to a registration statement, in its sole discretion and without the Corporation’s securities consent of Stockholders, abandon the proposed offering in which a Stockholder had requested to participate. Notwithstanding the foregoing, the Company shall not be obligated to include such Securities in such offering if the Company is advised in writing by its managing underwriter or underwriters (with a copy to each requesting Stockholder within 5 days after the delivery of any such request pursuant to this paragraph (e) that such offering would in its or their opinion be materially adversely affected by such underwriters and the period in which the underwriting syndicate participates in the after marketinclusion; provided, however, that the Holder, Company shall in any event, case be obligated to include such number or amount of Securities in such offering as such managing underwriter or underwriters shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of determine will not materially adversely affect such registration statementoffering.

Incidental Registration. If Whenever the Corporation at Company shall propose to file a registration statement (other than on Form S-4 or Form S-8 or any time proposes to register any of its Common Stock successor or similar form) under the Securities Act for sale relating to any offering of Voting Securities or any other securities of the Company, the Company shall (i) promptly give notice thereof to the publicInvestor, whether for its own account or for advising the account Investor of other security holders or both the kind and amount of securities proposed by the Company to be so registered and of the Investor's right hereunder (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale subject to the public)proviso to this sentence) to have any or all Voting Securities then owned, each such time it will give written notice to directly or indirectly, by the Holders of its intention to do so. Upon the written request of any Holder, given within ten (10) days after receipt of any such notice, to register Investor or any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be Investor Related Parties included in among the securities to be covered by the such registration statement proposed and offering an opportunity for 30 days (or, in the case of a registration statement on Form S-3, for 20 days) from the date of such notice to request to have any or all of such Voting Securities so included, (ii) with reasonable promptness file such registration statement covering (subject to the proviso to this sentence) the Voting Securities timely requested by the Investor to be filed so included and (iii) use its best efforts to cause such registration statement to become effective and to remain effective for the period specified by the Corporation, all to the extent requisite Investor as required to permit the offering and sale by the Investor or other disposition by such Holder Investor Related Party, as the case may be, of the Voting Securities covered thereby (in accordance with its written request) of such Registrable Securities so registered. If any registration but not for more than six months from the effective date thereof); PROVIDED that, if the Investor shall have requested pursuant to this Section 8.1(c) is5.2 that Voting Securities owned, in whole directly or in partindirectly, by the Investor or such Investor Related Party be included among the securities covered by any such registration statement relating to an underwritten public offering of Common StockVoting Securities or Convertible Securities, any request by a Holder pursuant (a) the Company may, to this Section 8.1(c) the extent necessary in the opinion of the managing underwriter of such offering to register Registrable permit the successful distribution of all Voting Securities must specify that such Registrable or Convertible Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, require the Investor or such Holder will refrain from selling Investor Related Party to reduce the number of Voting Securities proposed by the Investor to be so included (which reduction shall be in the same proportion as any similar reduction then imposed with respect to securities the Company then proposes to register (other than securities to be issued by the Company)), so as to permit, in the opinion of the managing underwriter, such Registrable successful distribution and (b) if any Voting Securities during owned by the period of Investor or any Investor Related Party are thereafter included among the securities covered by such registration statement, the Investor or such Investor Related Party and the Company shall agree, if requested by such managing underwriter in order to facilitate the distribution of the Corporation’s securities by Voting Securities or Convertible Securities proposed to be sold under such underwriters and the period in which the underwriting syndicate participates registration statement, not to sell any other Voting Securities (or Convertible Securities) in the after market; provided, however, that the Holder, in any event, shall be entitled public market for a period not to sell its Registrable Securities commencing on the 180th day exceed 90 days after the effective date of such registration statement. Anything in this Section 5.2 to the contrary notwithstanding, (A) if, at any time after giving 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 notice of such determination to the Investor and thereupon shall be relieved of its obligation to register any Voting Securities in connection with such registration and (B) if such registration involves an underwritten public offering of Voting Securities by the Company, the Investor or such Investor Related Party, as the case may be, must sell the Voting Securities proposed by the Investor to be registered that are of the same class or series of a class proposed by the Company to be registered to the underwriters selected by the Company at the same price as applies to the Company. If a registration requested pursuant to this Section 5.2 involves an underwritten public offering, the Investor may elect, by notice to the Company prior to the effective date of such registration statement, not to register Voting Securities previously proposed by the Investor to be registered under such registration statement.

Incidental Registration. If the Corporation Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten (10) 30 days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Restricted Stock so registered. If In the event that any registration pursuant to this Section 8.1(c) is5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the underwriting on requesting holders based upon the same terms and conditions as the number of shares of Common Restricted Stock otherwise being sold through underwriters under held by such registration. Notwithstanding anything requesting holders) if and to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities extent that the managing underwriter shall be of the Corporation pursuant to a registration statement covering Registrable Securities and opinion that such Holder does not elect to sell its Registrable Securities to inclusion would adversely affect the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution marketing of the Corporation’s securities to be sold by such underwriters and the period in which the underwriting syndicate participates in the after marketCompany 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 Holderaccount of any person other than the Company or requesting holders of Restricted Stock; provided, further, however, -------- ------- ------- that in no event shall the number of shares of Restricted Stock included in the offering be reduced below 30% of the total number of shares of Common Stock included in such offering, unless the offering is the Company's initial public offering of the Company's securities in which case the number of shares of Restricted Stock to be included by the holders may be reduced or eliminated entirely as set forth above. Notwithstanding the foregoing provisions, the Company may withdraw any event, shall be entitled registration statement referred to sell its Registrable Securities commencing on in this Section 5 without thereby incurring any liability to the 180th day after the effective date holders of such registration statementRestricted Stock.

Incidental Registration. If the Corporation at Company proposes for any time proposes reason to register any of its Common Stock securities under the Securities Act for sale (other than in an initial public offering or pursuant to the public, whether for its own account or for the account of other security holders or both (except with respect to a registration statements statement on Form Forms S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the publicsimilar or successor forms), it shall each such time it will promptly give written notice to the Holders all holders of outstanding Restricted Securities of its intention to do so. Upon , and, upon the written request of any Holderrequest, given within ten (10) 30 days after receipt of any such notice, notice of the holder of any such Restricted Securities to register any of such Holder’s Registrable Securities Restricted Shares (which request must state shall specify the Restricted Shares intended method to be sold or disposed of disposition thereofby such holders), the Corporation will Company shall use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested all such Restricted Shares to be included in such registration under the securities to be covered by the registration statement proposed to be filed by the CorporationSecurities Act, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written requestthe Company's intended methods thereof, as aforesaid) by the prospective seller or sellers of such Registrable Securities the Restricted Shares so registered. If any In the event that the proposed registration pursuant to this Section 8.1(c) by the Company is, in whole or in part, an underwritten public offering of Common Stocksecurities of the Company, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify if the managing underwriter determines and advises in writing that such Registrable Securities are the inclusion of all Restricted Shares proposed to be included in the underwriting on the same terms underwritten public offering and conditions as the other issued and outstanding shares of Common Stock otherwise being sold through underwriters under proposed to be included therein by persons other than the holders of Restricted Securities (the "Other Shares") would interfere with the successful marketing of such registration. Notwithstanding anything securities, then (i) the number of Restricted Shares and Other Shares shall be reduced, pro rata among the holders of Other Shares and the holders of Restricted Shares (based upon the number of shares of Common Stock requested by the holders thereof to the contrary contained be registered in this Section 8.1(csuch underwritten public offering), if there is and (ii) 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 firm commitment underwritten offering of securities of the Corporation pursuant period, not to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offeringexceed 90 days, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates managing underwriter reasonably determines as necessary in order to effect the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementunderwritten public offering.

Incidental Registration. (a) If the Corporation Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to a selling shareholder, securities under the 1933 Act on a form and in a manner that would permit registration statements on Form S-8 or S-4 or another form not available for registering the of Registrable Securities for sale to the public)public under the 1933 Act, it will each such time it will give prompt written notice to the all Holders of Registrable Securities of its intention to do so. Upon , describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering of its Common (i) if, at any time after giving such written request notice of any Holder, given within ten (10) days after receipt of any such notice, its intention to register any of such Holder’s 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 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 registration (which request must state but not from its obligation to pay the intended method Registration Expenses in connection therewith to the extent provided in Section 2.2(b)); (ii) if the registration so proposed by the Company involves an underwritten offering of disposition thereof)the securities to be registered and the managing underwriter thereof advises the Company that, in its opinion, the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested number of securities proposed to be included in the securities to be covered such offering by the registration statement Company and the number of shares of Registrable Securities proposed to be filed included in such offering by the CorporationHolder or Holders thereof should be limited due to market conditions, all the Company may require, by written notice to each such (iii) the Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.2 that is incidental to the extent requisite to permit the sale registration of any of its securities in connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other disposition by such Holder employee benefit plan. (in accordance with its written requestiv) the company shall maintain the effectiveness of such Registrable Securities so registered. If any registration of Registerable Securities effected pursuant to this Section 8.1(c2.2 until the later of (i) issuch time as the Warrants are no longer outstanding, in whole or in part, an underwritten public offering of Common Stock, any request by (ii) a Holder has disposed of its Registerable Securities pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain or (iii) nine (9) months from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration. (b) The Company will pay all Registration Expenses in connection with each registration statementof Registrable Securities effected by it pursuant to this Section 2.2.

Incidental Registration. (a) If the Corporation Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form Forms S-4 (or any successor thereto), S-8 (or S-4 any successor thereto) or another form not available for registering the Registrable Securities Restricted Stock for sale to the public), each such time it will give written notice to the Holders all holders of outstanding Restricted Stock of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten thirty (1030) days after receipt the giving of any such noticenotice by the Company, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof)its Restricted Stock, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities Restricted Stock as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities Restricted Stock so registered. If any registration pursuant to this Section 8.1(c) is3 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock held by such requesting holders) if and to the extent that the managing underwriter shall have advised the Company in writing that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided that, no shares of Restricted Stock shall be excluded from any such registration until all shares held by any other Stockholder of the Company have been so excluded. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3 without thereby incurring any liability to the holders of Restricted Stock. (b) If the Company desires that any securities of the Company held by officers, directors or founders of the Company (the “Other Holders”) be included in any registration for an underwritten offering requested pursuant to Sections 2 or 4, the Company may include the securities of such Other Holders in such registration and underwriting on the same terms set forth herein. The Company shall (together with all Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and conditions as contribution provisions on the shares part of Common Stock otherwise being sold through underwriters under such registrationthe Company) with the managing underwriter. Notwithstanding anything to the contrary contained in any other provision of this Section 8.1(c)3(b) if the managing underwriter advises the Company that the inclusion of all shares requested to be registered under this Section 3(b) would adversely affect the offering, if there is a firm commitment underwritten offering of the securities of the Corporation pursuant to a Company held by Other Holders (other than Restricted Stock) shall be excluded from such registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities underwriting to the underwriters extent deemed advisable by the managing underwriter. If the managing underwriter has not limited the number of shares of Restricted Stock or other securities to be underwritten, the Company may include securities for its own account in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementif the managing underwriter so agrees and if the number of shares of Restricted Stock and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Incidental Registration. If the Corporation Company at any time proposes to ----------------------- register any of its Common Stock securities under the Securities Act for sale on Form ▇-▇, ▇-▇ or S-3 or the equivalent (otherwise than to the publicregister debt securities under Form S-3, or any comparable successor form), whether for of its own account accord or for at the account request of other security any holder or holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public)of such securities, it will each such time it will give written notice to the Holders all holders of outstanding Restricted Securities of its intention so to do sodo. For purposes of this Agreement, the term "Restricted Securities" shall mean all Warrants and Warrant Stock that bear the restrictive legend set forth in Section 9.3 of the Warrants. Upon the written request of a holder or holders of any Holder, such Restricted Securities given within ten (10) 30 days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause all Restricted Securities, the Registrable Securities as to holder or holders of which registration has been shall have so requested registration thereof, to be included in registered under the securities Securities Act pursuant to be covered by the such registration statement proposed to be filed by the Corporationstatement, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written requestthe intended methods thereof as aforesaid) by the prospective Seller or Sellers of such Registrable the Restricted Securities so registered. If any the managing underwriter for the respective offering, if any, advises the Company in writing that the inclusion in such registration pursuant of some or all of the Restricted Securities sought to this Section 8.1(c) isbe registered by the Seller or Sellers in its opinion will cause the proceeds or the price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of securities to be registered at the instance of the Company or such requesting or demanding holder plus the number of securities sought to be registered by the Sellers is too large a number to be reasonably sold, the number of securities sought to be registered for each Seller shall be reduced pro rata, in whole or in part, an underwritten public offering proportion to the number of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are securities sought to be included registered by all Sellers, to the extent necessary to reduce the number of securities to be registered to the Recommended Number, subject at all times to those registration rights granted to certain holders of the Company's securities set forth in the underwriting on Investors' Rights Agreement dated July 9, 1999 between the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters Company and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementinvestors listed therein.

Incidental Registration. If (a) From and after the Corporation at any time proposes first anniversary of the Closing Date, if the Company proposes, other than pursuant to Section 2 or 3, to file a Registration Statement under the Securities Act to register any of its Common Stock Shares for public sale under the Securities Act (whether proposed to be offered for sale to by the public, whether for its own account Company or for the account of by any other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the publicPerson), each such time it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so. Upon , and upon the written request of any Holder, given Holder delivered to the Company within ten (10) days Business Days after receipt of any such notice, to register any of such Holder’s Registrable Securities notice (which request must state shall specify the number of Registrable Securities intended method to be disposed of disposition thereofby such Holder), the Corporation Company will use its commercially reasonable efforts (as set forth to include in Section 8.1(d)) to cause the such Registration Statement all Registrable Securities as to which registration the Company has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the Corporation, all Holders. (b) If at any time prior to the extent requisite effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to permit proceed with such registration, the sale or other disposition by Company may, at its election, give written notice of such Holder (in accordance with determination to the Holders requesting registration and thereupon the Company shall be relieved of its written request) of obligation to register such Registrable Securities so registered. If in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section 8.1(cin connection with an offering of securities solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) isby a nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in whole or in partsuch firm's opinion, an underwritten public offering registration of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the underwriting on the same terms and conditions as the shares of Common Stock otherwise securities being sold through underwriters by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c)incidental to, if there is a firm commitment underwritten offering the registration of securities any of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offeringmergers, such Holder will refrain from selling such 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 during effected under this Section shall relieve the period Company of distribution its obligations to effect registrations of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statementpursuant to Sections 2 and 3.

Incidental Registration. If the Corporation Company at any time (other than pursuant to the Initial Public Offering or pursuant to Section 3 or Section 5) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 Forms S-4, ▇-▇ ▇▇ any successor to such forms or another form not available for registering the Registrable Securities for sale to the public), each such time it will promptly give written notice to all holders of the Holders Registrable Securities of its intention so to do sodo. Upon the written request of any Holdersuch holder, given received by the Company within ten thirty (1030) days after receipt the giving of any such noticenotice by the Company, to register any or all of such Holder’s its Registrable Securities (which request must state the intended method of disposition thereof)Securities, the Corporation Company will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CorporationCompany, all to the extent requisite to permit the sale or other disposition by such Holder the holder (in accordance with its written request) of such Registrable Securities so registered. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to register any Preferred Shares for sale pursuant to any such registration, provided, however, that in any underwritten public offering contemplated by this Agreement, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 8.1(c) is, 4 shall be conditioned upon such holder's participation in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.extent provided herein. All holders of

Incidental Registration. If (a) Whenever the Corporation Company proposes to file a Registration Statement for the public offer and sale of the Company's equity securities (including pursuant to Section 2.l(a), to the extent required or permitted by Section 2.1(c), but excluding a Registration Statement for the Company's Initial Public Offering and a Registration Statement on Form S-4, S-8 or any similar or successor form) at any time proposes and from time to register any of its Common Stock under the Securities Act for sale t▇▇▇, ▇▇ will, prior to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders all Major Investors of its intention to do so, which notice shall set forth the manner of distribution of the equity securities to be offered and sold pursuant to such Registration Statement. Upon the written request of any Holder, a Major Investor or Major Investors given within ten thirty (1030) days after receipt of any the Company provides such notice, the Company shall use its best commercial efforts to cause all Registrable Shares which the Company has been requested by such Major Investor or Major Investors to register any of such Holder’s Registrable to be registered under the Securities (which request must state Act to the extent necessary to permit their sale or other disposition in accordance with the intended method methods of disposition thereof)distribution specified in the Company's notice to such Major Investor or Major Investors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Major Investor. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Corporation will use Company shall so advise the Major Investors as a part of their written notice made pursuant to Section 2.2(a). In such event, (i) the right of any Major Investor to include his, her or its commercially reasonable efforts (as Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Major Investor's participation in such underwriting on the terms set forth herein, and (ii) all Major Investors including Registrable Shares in Section 8.1(d)) such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Major Investor who has requested inclusion of his, her or its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Major Investor may elect, by written notice to cause the Company, to withdraw his, her or its Registrable Securities as Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that market factors require a limitation on the number of shares to which registration has been so requested be underwritten, all of the shares held by holders other than the Major Investors, including any officers, directors or employees of the Company, shall first be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if further reduction of the number of shares is required, the number of shares that may be included in the securities to Registration Statement and underwriting shall be covered by the allocated among all Major Investors requesting registration statement proposed to be filed by the Corporationin proportion, all as nearly as practicable, to the extent requisite to permit respective number of Registrable Shares held by them on the sale or other disposition by such Holder (date the Company gives the notice specified in accordance with its written request) Section 2.2(a); provided that, except for a Registration Statement for the Company's Initial Public Offering, the number of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are Shares permitted to be included therein shall in no event be less than 25% of the underwriting on the same terms and conditions as the total number of shares of Common Stock otherwise being sold through underwriters under included in such registrationunderwriting. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in If any event, shall Common Stockholder would thus be entitled to sell its Registrable Securities commencing on include more shares than such holder requested to be registered, the 180th day after excess shall be allocated among other requesting Common Stockholders pro rata in the effective date of such registration statementmanner described in the preceding sentence.