Common use of Incidental Registration Clause in Contracts

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Subject to Section 13(f) of this Agreement, if the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the holders of Restricted Stock invoking the rights under this Section 5 on a pro rata basis based on the total number of shares of Restricted Stock as held by such holders; and third, to any stockholder of the Company (other than such holders) on a group to pro rata basis. No such reduction shall reduce the amount of securities of the selling holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration. In no event will shares of any other selling stockholder be included in such an underwriting registration that would reduce the number of shares which may be reduced (pro rata among the included by holders of Restricted Stock based upon without the number written consent of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Restricted Stock proposed to be sold in the offering. If any such holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any shares of Restricted Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any holder which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single holder, and any pro rata reduction with respect to such holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companyholder, as defined in this sentence. 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 Each time the Company at any time shall determine to file a registration statement under the Securities Act (other than pursuant to Section 4on From S-8 or Form S-4) proposes to register in connection with the proposed offer and sale for money of any of its securities under by it or by any of its securities 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it company will give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doRegistrable Stock. Upon the written request of any such a holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Stock, the Company will use cause all commercially reasonable efforts (subject to such Registrable Stock, the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by the holder (prospective seller or sellers of the Registrable Stock to be so registered in accordance with the terms of the proposed offering. If the registration statement is to cover an underwritten distribution, the Company shall use its written request) of such Restricted best efforts to cause the Registrable Stock so registered. In the event that any registration requested for inclusion pursuant to this Section 5 shall be11(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or the good faith judgment of the managing underwriter of such public offering, the inclusion of all the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the amount of the Registrable Stock to be included in partthe offering shall be reduced and the Registrable Stock and the other shares to be offered shall participate in such offering as follows: the shares to be sold by the company, an underwritten public the Registrable Stock to be included in such offering and the other shares of Common Stock, Stock to be included in such offering shall each be reduced pr rata in proportion to the number of shares of Restricted Common Stock as a group proposed to be included in such an underwriting may be reduced (pro rata among the holders offering by each holder of Restricted Stock based upon the number of such shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Company at any time (other than pursuant to Section 4) following the Effective Date, proposes to register any of its securities, (other than a registration statement on Form S-8 or any successor form for securities under to be offered to employees of the Securities Act for sale Company pursuant to the publicany employee benefit plan or a registration statement on form F-4 or any other successor form), whether for its own account or for the account of any other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale person, it shall give notice to the public), each Holders of such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dointention. Upon the written request of any such holder received by the Company Holders, given within 30 twenty (20) days after the giving receipt of any such notice notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered in the manner requested by the Holders. Notwithstanding any other provision of this Section 2, with respect to an underwritten public offering by the Company, if the managing underwriter advises the Company in writing that marketing or other factors require a limitation of the number of shares to register any be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by the Holders and by other shareholders of its Restricted Stock (which request the Company who are entitled to have their shares included in such registration, pro rata among them to the extent necessary to satisfy such limitation. To the extent Registrable Shares are excluded from such underwriting, the Holders shall state agree not to sell their Registrable Shares included in the intended method registration statement for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to enable the Holders to complete the distribution and resale of disposition thereof)their Registrable Shares. Notwithstanding the provisions of this Section 2, the Company will use all commercially reasonable efforts (subject shall have the right at any time after it shall have given notice to the rights Holders, to elect not to file any such proposed registration statement; provided, however, that each key officer and director of any holders the Company and each person who, at the time of securities the proposed filing of such public offering, beneficially owns 1% or more of the outstanding capital stock of the Company, other than on a fully-converted, fully-diluted basis, shall enter into the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Stocksame agreement.

Incidental Registration. If Each time the Company at any time shall determine to file a registration statement under the Securities Act (other than pursuant to Section 4on Form S-8 or Form S-4) proposes to register in connection with the proposed offer and sale for money of any of its securities under by it or by 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it Company will give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doRegistrable Stock. Upon the written request of any such a holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Stock, the Company will use cause all commercially reasonable efforts (subject to such Registrable Stock, the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by the holder (prospective seller or sellers of the Registrable Stock to be so registered in accordance with the terms of the proposed offering. If the registration statement is to cover an underwritten distribution, the Company shall use its written request) of such Restricted best efforts to cause the Registrable Stock so registered. In the event that any registration requested for inclusion pursuant to this Section 5 shall be11(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the amount of the Registrable Stock to be included in partthe offering shall be reduced and the Registrable Stock and the other shares to be offered shall participate in such offering as follows: the shares to be sold by the Company, an underwritten public the Registrable Stock to be included in such offering and the other shares of Common Stock, Stock to be included in such offering shall each be reduced pro rata in proportion to the number of shares of Restricted Common Stock as a group proposed to be included in such an underwriting may be reduced (pro rata among the holders offering by each holder of Restricted Stock based upon the number of such shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock or Founders Stock, as the case may be, for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock and Founders Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state or Founders Stock, as the intended method of disposition thereof)case may be, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock and Founders Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock and Founders Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the Company and the managing underwriter determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares of Restricted Stock as a group to and Founders Stock that may be included in such an underwriting may the offering shall be reduced (pro rata among allocated first, to the holders Company; second, to the Investors, the Management Investors and Founder requesting to register shares of Restricted Stock in such underwritten public offering on a pro rata basis based upon on the total number of shares of Restricted Stock owned held by the Investors, the Management Investors and Founder requesting to register shares in such holders) if and underwritten public offering; third, to the extent that the managing underwriter shall be Founder in respect of the opinion that such inclusion would adversely affect the marketing of the securities Founders Stock requested to be sold registered in such underwritten public offering by the Company or Founder; and fourth, to any other holder of securities stockholders of the Company. Notwithstanding ; provided, however, that in no event may less than one-third (1/3) of the foregoing provisions, the Company may withdraw any registration statement referred total number of shares of Common Stock to be included in this Section 5 without thereby incurring any liability such offering be allocated to the holders of Restricted StockInvestors.

Incidental Registration. If the Company ▇▇▇▇, at any time (other than pursuant to Section 4) proposes to (a) register any of its newly issued securities under for primary sale in an underwritten offering, or (b) register for resale outstanding securities of Puyi previously issued to a third party in a private placement in such aggregate number that at the Securities Act for sale to the publictime of such issuance equals or exceeds thirty percent (30%) of ▇▇▇▇’s then total issued and outstanding shares, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will shall give written notice to all holders each of outstanding Restricted Stock the Fanhua Parties of its intention so to dosuch intention. Upon the written request of any such holder received by the Company a Fanhua Party, given within 30 twenty (20) days after the giving receipt of any such notice notice, Puyi shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the Registrable Shares so registered, at the expense of ▇▇▇▇, provided that all underwriting commissions shall be paid by the Companyparties selling shares with respect to their shares sold. Notwithstanding any other provision of this Section 5.3, to register any of its Restricted Stock (which request shall state if the intended method of disposition thereof), registration is underwritten and the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities managing underwriter advises Puyi that marketing factors require a limitation of the Companynumber of shares to be underwritten, other than then the Company, number of Puyi Exchange Shares that may be included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in reduced as required by the underwriters, and the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included registered in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter registration shall be of the opinion that such inclusion would adversely affect the marketing of the allocated as follows: first, securities proposed to be sold by the Company Puyi or other holder of securities of the Company. Notwithstanding the foregoing provisionsresold by such third party, as applicable, shall be registered; and second, the Company Registrable Shares requested to be registered by the Fanhua Parties shall be registered, (such Registrable Shares to be divided among the Fanhua Parties, on a pro rata basis, based on the total number of Registrable Shares requested to be registered). Puyi may postpone or withdraw the filing or the effectiveness of such an incidental registration at any registration statement referred to time in this Section 5 without thereby incurring any liability to the holders of Restricted Stockits sole discretion.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities of the CompanyRestricted 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 Company at any time (other than pursuant to Section 42) proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other its security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form any other Form not available for registering the Restricted Stock for sale to the public), on each such time it occasion the Company will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days 10 Business Days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all its commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the lawful sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any executive officer or other holder of securities director of the Company. Notwithstanding the foregoing provisions, the Company may at any time decline to file or withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of the Restricted Stock.

Incidental Registration. 3.1 If the Company at any time proposes to register (other than a registration of securities to be offered to employees, directors or consultants pursuant to Section 4a benefit plan on Form S-8 or a registration in connection with a merger, an exchange offer or any acquisition) proposes to register any of its securities 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will shall give written notice to all holders each Holder of outstanding Restricted Stock of its such intention so at least thirty (30) days prior to dofiling such registration statement. Upon the written request of any such holder received by the Company Holder within 30 twenty (20) days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)notice, the Company will use shall include in such registration all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included Registrable Securities indicated in such registration) to cause the Restricted Stock request, so as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by of the holder (in accordance with its written request) of such Restricted Stock shares so registered. In . 3.2 Notwithstanding any other provision of this Section 3, in the event that any the Company is undertaking a registration of its securities other than pursuant to a Demand under Section 2 of this Section 5 shall be, Agreement and the managing underwriter advises the Company in whole or in part, an underwritten public offering writing that marketing factors require a limitation of Common Stock, the number of shares of Restricted Stock as a group to be included in underwritten, then there shall be excluded from such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if registration and underwriting, to the extent necessary to satisfy such limitation, first shares held by any shareholders other than the Holders, then shares held by the Holders pro rata to their respective shareholdings in the Company, provided that in the managing underwriter event that a Holder does not wish to include the full pro rata amount of shares it could include in the relevant registration, then the remaining Holders shall be have the right to include in such registration an amount of shares equal to their pro rata portion plus the amount of the opinion other Holder's pro rata portion that such inclusion would adversely affect the marketing of the securities Holder has chosen not to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, include; and then shares which the Company may withdraw any registration statement referred wish to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockregister for its own account.

Incidental Registration. If After the IPO, if the Company at any time (other than on Forms S-4 or S-8 or any successors to such forms, pursuant to Section 45.1 hereof) proposes to register any of its securities Company Common Stock under the Securities Act for sale to the publicpublic (which, whether for its own account or for this purpose shall include the account registration generally of other security holders or both (except with respect to securities under a universal shelf registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicstatement), each such time it will give written notice to all holders of outstanding Restricted Stock Parent of its intention so to do. Upon the written request of any such holder Parent, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted shares of Company Common Stock held by Parent or any Subsidiary of Parent as to which registration shall have been so requested to be included in the securities to be covered by the such registration statement (the "Incidental Registration Statement") proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 5.2 shall be, in whole or in part, an underwritten public offering of Common Stockoffering, the number of such shares of Restricted Stock as a group held by Parent to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the those securities to be sold by the Company or therein. In the event other holder holders of securities shares of Company Common Stock also have registration rights as a result of the Companyfiling of such Incidental Registration Statement, any such reduction shall be done pro rata with such other holders. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement Incidental Registration Statement referred to in this Section 5 without thereby incurring any liability to the holders Parent, if the Board of Restricted StockDirectors of the Company determines in good faith that it is in the Company's best interest to do so.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities Restricted Stock, and provided, further, however, that in no event may less than one-third of the Companytotal 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 liability to the holders of Restricted Stock.

Incidental Registration. If the Company for itself or any of its security holders shall at any time (other than pursuant to Section 4) proposes or times after the date hereof determine to register any of its securities under the Securities Act for any shares of its capital stock or other securities (an "Incidental Registration"), other than: (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other persons providing services to, the Company, or any subsidiary pursuant to an employee or similar benefit plan or where Form S-8, or any successor form is otherwise available; or (ii) relating to a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on ▇▇▇ ▇▇▇▇ ▇-▇ or similar or successor forms, the Company will notify each Holder of such determination at least thirty (30) days prior to the publicfiling of such registration statement or prospectus, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon and upon the written request of any such holder received by Holder given in writing to the Company within 30 twenty (20) days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)notice, the Company will use all commercially reasonable its best efforts (subject as soon as practicable thereafter to the rights cause any of any holders of securities of the Company, other than the Company, included such Holder's Registrable Securities specified in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Holder's request to be included in such registration statement or prospectus to the extent such registration is permissible under the applicable Securities Laws and subject to the conditions of such applicable Securities Laws. Subject to subdivision (e) any Holders may cause Registrable Securities to be included in a Registration Statement filed on behalf of the Company, if there is no underwriter and, if there is an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) underwriter, if and to the extent that the managing underwriter shall be determines that the inclusion of such additional securities will not interfere with the orderly sale of the opinion that such inclusion would adversely affect the marketing of the underwritten securities at a price range acceptable to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein; provided, however, that (other holder of securities than in the case of the Companyinitial public offering of Common Stock) such number of shares of Restricted Stock shall not be reduced below 30% of the total number of shares to be offered in such an underwriting, and such number of shares of Restricted Stock shall not be reduced at all if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock. 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 Company at any time (other than pursuant to Section 43.1) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock Registra▇▇▇ ▇▇▇▇es for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares 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 holder of securities the requesting Investors, and provided, further, however, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Each time the Company at any time (other than pursuant shall determine to Section 4) proposes to register file a Registration Statement in connection with the proposed offer and sale for money of Common Stock by it or any of its securities under shareholders, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will Company shall give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doHolders. Upon the written request of any such holder received by the Company a Holder given within 30 twenty (20) days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use cause all commercially reasonable efforts (subject to such shares of Registrable Stock, the rights Holders of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested registration thereof, to be included in the securities to be covered by the registration statement proposed to be filed by the Companysuch Registration Statement, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) prospective seller or sellers of such Restricted the Registrable Stock so registered. In If the event that any registration Registration Statement is to cover an underwritten distribution, the Company shall cause the Registrable Stock requested for inclusion pursuant to this Section 5 shall be3 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in partthe good faith judgment of the managing underwriter of such public offering, an underwritten public offering the inclusion of Common Stockall of the Registrable Stock would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Restricted Registrable Stock as a group and other securities to be included in such an underwriting may the offering (other than shares to be sold by the Company or by any other party or parties pursuant to demand registration rights granted to them) shall be reduced (to the required level with the participation in such offering to be pro rata among the holders of Restricted Stock thereof, based upon the number of shares of Restricted Registrable Stock and other securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group 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 owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that (i) 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 holder requesting holders of securities Restricted Stock, and (ii) except in the case of a registration relating to the IPO, in no event may less than one-third of the Companytotal 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 liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale to the public, whether for its own account or account, and if the registration form proposed to be used may be used for the account registration of other security holders or both Registrable Securities, the Company will in each such case give prompt written notice (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale and in any event at least 10 business days' prior written notice prior to the public)filing of such registration statement) to the Holder of the Company's intention to do so, each such time it will give written notice to all holders specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holder's written indication of outstanding Restricted Stock whether the Holder wishes to include its Registrable Securities in such registration statement and advising the Holder of its intention so to dorights under this Section 2.2. Upon the written request of any such holder received by the Company within 30 days after Holder made on or before the giving of any date specified in such notice by the Company, to register any of its Restricted Stock (which request shall state specify the number of Registrable Securities intended method to be disposed of disposition thereofby the Holder), the Company will will, to the extent permitted under Section 7, use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause all such Registrable Securities, which the Restricted Stock as to which registration shall have been Holder has so requested the registration thereof, to be included in registered under the Securities Act (with the securities that the Company at the time proposes to be covered by the registration statement proposed to be filed by the Companyregister), all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written requestthe intended methods thereof as aforesaid) by the Holder of such Restricted Stock the Registrable Securities to be so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or or, both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities of the CompanyRestricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4) proposes to register on a firmly underwritten public offering basis any of its securities Common Stock to be offered for cash for its own account pursuant thereto it shall give written notice (the "Company's Notice"), at its expense, to all holders of Registrable Securities of its intention to do so at least 15 days prior to the filing of a registration statement with respect to such registration with the Commission. If any holder of Registrable Securities desires to dispose of all or part of such stock, he, she or it may request registration thereof in connection with the Company's registration by delivering to the Company, within ten days after receipt of the Company's Notice, written notice of such request (the "Holder's Notice") stating the number of shares of Registrable Securities which such holder desires to sell pursuant to the registration. The Company shall use its best efforts to cause all shares specified in the Holder's Notice to be registered under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such holder or holders of the holder (in accordance with its written request) of such Restricted Stock shares so registered. In , subject however, to the event limitations set forth in Section 4.3 hereof. (b) Notwithstanding anything to the contrary contained in this Section 4.2, no person (as defined, for these purposes, in Rule 144) who then beneficially owns 1% or less of outstanding shares of any class of securities of the Company or is not subject to the volume limitations set forth in Rule 144 may request that any of its Registrable Securities be included in any registration statement filed by the Company pursuant to this Section 5 shall be4.2 unless, in whole or the opinion of counsel for such person, such person's intended disposition of Registrable Securities could not be effected within 90 days of the date of said opinion without registration of such shares under the Securities Act (assuming, for this purpose, that if "current public information" (as defined in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersRule 144) if and is available with respect to the extent that the managing underwriter shall be Company as of the opinion that date of such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisionsopinion, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockit will remain so available for such 90-day period).

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to ----------------------- register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it the Company will give written notice to all holders Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder Holder received by the Company within 30 days after of the giving of any such notice by the Company, Company to register any of its such Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its such Holder's written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may shall be reduced (pro rata among the holders of Restricted Stock based upon the such number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would not adversely affect the marketing of the securities to be sold by the Company or other holder the requesting party therein or as otherwise advisable and subject, in any case, to any superior rights of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred others to have their shares included in this Section 5 without thereby incurring any liability to the holders of Restricted Stocksuch registration.

Incidental Registration. (a) If the Company Company, at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or their respective successors or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. . (b) In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, Stock for the number account of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if Company and to the extent that the managing underwriter shall be of the opinion opinion, confirmed in writing to the Company and the holders requesting inclusion of Restricted Stock in the registration and the underwriting, that the inclusion in such inclusion offering of all shares of Common Stock proposed to be included by the Company, the holders of Restricted Stock and other holders of Common Stock (whether or not pursuant to registration rights) would adversely affect the marketing of the securities to be sold by the Company or therein, then the number of shares of Common Stock to be included in the registration and the offering shall be reduced as follows: (1) first, the number of shares proposed to be included by persons other holder than the Company and the holders of securities of Restricted Stock shall be reduced in accordance with the agreements, if any, that entitle them to include shares in the registration, and otherwise as determined by the Company, and (2) second, the number of shares requested to be included and the holders of Restricted Stock shall be reduced pro rata among all such holders in accordance with the number of shares requested to be included by each. No stock so excluded from the underwriting shall be included in the registration. (c) Notwithstanding the foregoing provisions, the Company may shall have the right to withdraw any registration statement referred to in this Section 5 at any time without thereby incurring any liability to the holders of Restricted Stock. (d) The Company shall have the right to select the underwriters in the case of any registration pursuant to this Section 3 in its sole discretion.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (first by excluding Series A Preferred and Series B Preferred holders on a pro rata among basis and second, if necessary by excluding the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersSenior Securities on a pro rata basis) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities Restricted Stock, and provided, further, however, that in no event may less than one-third of the Companytotal 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 liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to ----------------------- register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it the Company will give written notice to all holders Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder Holder received by the Company within 30 days after of the giving of any such notice by the Company, Company to register any of its such Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its such Holder's written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may shall be reduced (pro rata among the holders of Restricted Stock based upon the such number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would not adversely affect the marketing of the securities to be sold by the Company or other holder the requesting party therein or as otherwise advisable and subject, in any case, to any superior rights of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred others to have their shares included in this Section 5 without thereby incurring any liability to the holders of Restricted Stocksuch registration.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 Form S-1, Form S-8, their respective successor forms, or another form not available ▇▇▇ ▇▇▇▇▇▇▇▇e for registering the Restricted Stock Registrable Securities for sale to the public), each such time it will give written notice to all holders Holders of outstanding Restricted Stock Registrable Securities of its intention so to do. Upon The Company shall, upon the written request of any such holder Holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock Registrable Securities (which request shall state the intended method of disposition thereof), the Company will ) use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, Company all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its written request) of such Restricted Stock Registrable Securities so registered. In the event that any registration pursuant to this Section 5 3, shall be, in whole or in part, an underwritten public offering of Common StockOrdinary Shares, the number of shares of Restricted Stock as a group Ordinary Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Holders under this Agreement and under the Existing Registration Agreement, based upon the number numbers of shares of Restricted Stock Ordinary Shares owned by such holdersHolders) subject to any registration rights; 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders Holders of Restricted StockRegistrable Securities (other than as provided in Section 6).

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock Registrable Securities for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Registrable Securities of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Securities, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock Registrable Securities so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Securities 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 Registrable Securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein, provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the or requesting holders of Restricted StockRegistrable Securities.

Incidental Registration. If Each time the Company at any time (other than pursuant shall during the Shelf Registration Period determine to Section 4) proposes to register file a Registration Statement in connection with the proposed offer and sale for money of any of its securities 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it Company will give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doHolders. Upon the written request of any such holder received by the Company a Holder given within 30 twenty (20) days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause all such shares of Registrable Securities, the Restricted Stock as to Holders of which registration shall have been so requested registration hereof, to be included in the securities to be covered by the registration statement proposed to be filed by the Companysuch Registration Statement, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) prospective seller or sellers of such Restricted Stock so the Registrable Securities to be registered. In If the event that any registration Registration Statement is to cover an underwritten distribution, the Company shall use its reasonable best efforts to cause the Registrable Securities requested for inclusion pursuant to this Section 5 shall be3 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in partthe good faith judgment of the Managing Underwriters, an underwritten public offering the inclusion of Common Stockall of the Registrable Securities requested for inclusion pursuant to this Section 3 and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Restricted Stock as a group Registrable Securities and other securities to be included in such the offering (except for shares to be issued by the Company in an underwriting may offering initiated by the Company) shall be reduced (to the required level with the participation in such offering to be pro rata among the holders of Restricted Stock thereof requesting such registration, based upon the number of shares of Restricted Stock Registrable Securities and other securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dodo and of the proposed method of distribution of such securities. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit and under the sale or other disposition by conditions such registration is permitted under the holder (in accordance with its written request) of such Restricted Stock so registeredSecurities Act. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group 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 owned by such holders) if and to the extent that the managing underwriter shall reasonably be of the opinion that such the inclusion of some or all of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company or other holder therein, PROVIDED, HOWEVER, that the number of securities of the Company. 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 shares of Restricted Stock.Stock and of other shares of Common

Incidental Registration. If Whenever the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale file a Registration Statement, prior to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time filing it will shall give written notice to all holders of outstanding Restricted Stock each Holder of its intention so to do. Upon do so, and upon the written request of any such holder received by the Company Holder given within 30 20 days after the giving of any Company provides such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereofof such Registrable Securities), the Company will use shall cause all commercially reasonable efforts (subject Registrable Securities which the Company has been requested to register to be registered under the Securities Act to the rights extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder(s). In connection with any offering under this Section 2(b) involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the holders of securities thereof accept the terms of the Companyunderwriting as agreed upon between the Company and the underwriters selected by it, other than and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If in the opinion of the managing underwriter the registration of all, or part of, the Registrable Securities which the Holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Securities which the managing underwriter believes may be sold without causing such registration) to cause adverse effect; provided, however, that in no such event shall less than 25% of the Restricted Stock as to aggregate amount of Registrable Securities which registration shall the Holders have been so requested to be included in the securities to such registration be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (included in accordance with its written request) of such Restricted Stock so registeredpublic offering. In the event that any registration pursuant to this Section 5 shall be, of such a reduction in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisionsunderwriting, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.the

Incidental Registration. If the Company at any time (other than pursuant to Section 42.3 or Section 2.5) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to an initial public offering of the Company's securities or with respect to registration statements on Forms S-4 or S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 2.4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced or eliminated (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities of the CompanyRestricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 2.4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Each time the Company at any time (other than pursuant shall determine to Section 4) proposes to register any of its securities file a registration statement under the Securities Act (other than on Form S-8 or Form S-4) in connection with the proposed offer and sale for sale to money of any of its equity securities by it or by any of its security holders, the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it Company will give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doRegistrable Stock. Upon the written request of a holder of any such holder received by Registrable Stock delivered to the Company within 30 fifteen (15) days after the giving of any such notice by following the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)'s notice, the Company will use cause all commercially reasonable efforts (subject to such Registrable Stock, the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by the holder (prospective seller or sellers of the Registrable Stock to be so registered in accordance with the terms of the proposed offering. If the registration statement is to cover an underwritten distribution, the Company shall use its written request) of such Restricted best efforts to cause the Registrable Stock so registered. In the event that any registration requested for inclusion pursuant to this Section 5 shall be11(a) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole 9 the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the amount of the Registrable Stock to be included in the offering shall be reduced and the Registrable Stock and the other shares to be offered (excluding shares to be offered by or for the account of the Company) shall participate in part, an underwritten public such offering as follows: the Registrable Stock to be included in such offering and the other shares of Common Stock, Stock to be included in such offering shall each be reduced pro rata in proportion to the number of shares of Restricted Common Stock as a group proposed to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned offering by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other each holder of securities of the Company. 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 Stocksuch shares.

Incidental Registration. If the Company at any time (other than pursuant to Section 46.1) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for availa▇▇▇ ▇▇▇ registering the Restricted Stock Registrable Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 6.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares 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 holder of securities the requesting Investors, and PROVIDED, FURTHER, HOWEVER, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 6.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether Shares for its own account or for the account of any Shareholder (other security holders or both (except with respect to than a registration statements statement on Forms Form S-4 or another S-8 promulgated under the Act or any successor form not available for registering or other similar form under the Restricted Stock for sale to the publicsecurities law of any other jurisdiction), each such time it will shall promptly give written notice to all holders each Shareholder holding at least 10% of outstanding Restricted Stock the then issued Shares of its intention so to do. Upon do so, and, if within 10 Business Days after the written request receipt of such notice, any such holder received Shareholder so requests in writing, the Company shall include in such registration all Shares that such Shareholder shall specify in writing. However, if the proposed registration is to be underwritten, the mana-ging underwriter shall have the right to exclude Shares held by the Shareholders from such registration if it advises the Company that such exclusion is necessary to avoid interfering with the successful marketing (including pricing) of the underwritten portion of the public offering, provided, however, that the Shares to be included in any such registration other than those being sold by the Company within 30 days after shall be allocated pro rata among the giving affected holders based upon the ratio that the number of any such notice Shares then owned by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject each Shareholder thereof bears to the rights aggregate number of any Shares then owned by all such holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so who requested to be included in the securities to be covered by the such registration, provided, further, however, that if such registration statement proposed to be filed by the Company, all is being effected pursuant to the extent requisite to permit the sale or other disposition exercise by the holder (in accordance with a Shareholder of its written request) of such Restricted Stock so registered. In the event that any registration right pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock12.2 above (the "Initiating Shareholder"), the number of shares of Restricted Stock as a group Shares to be included in such an underwriting may registration shall be reduced included in the following order: (i) first, the Shares held by the Initiating Shareholder; (ii) second, the Shares being registered by the Company; and (iii) third, pro rata among the holders of Restricted Stock other Shareholders (other than the Initiating Shareholder) based upon the ratio that the number of shares of Restricted Stock Shares then owned by each such holders) if and Shareholder bears to the extent that the managing underwriter shall be aggregate number of the opinion that Shares then owned by all such inclusion would adversely affect the marketing of the securities holders who requested to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to included in this Section 5 without thereby incurring any liability to the holders of Restricted Stocksuch registration.

Incidental Registration. If the Company at any time (other than pursuant to Section 43 or Section 5) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dodo and of the proposed method of distribution of such securities. Upon the written request of any such holder holder, received by the Company within 30 days clays after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit and under the sale or other disposition by conditions such registration is permitted under the holder (in accordance with its written request) of such Restricted Stock so registeredSecurities Act. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock 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 (and shall provide a written opinion) that such the inclusion of some or all of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company or other holder therein; provided, however, that such number of securities of the Company. 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 shares of Restricted Stock.Stock shall not be reduced if any shares are to be included in such underwriting for the account of any

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned held by such 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 the Company therein, provided, however, that such number of shares of Restricted Stock held by the Founders or such other holder requesting holders of securities 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 the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the Founders or such other requesting holders of Restricted Stock., and, provided, further, that in no event shall the number of shares of Restricted Stock included in the offering be reduced below twenty percent (20%) of the total number of shares of Common Stock

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock Registrable Securities for sale to the public), each such time it the Company will give written notice to all holders Holders of outstanding Restricted Stock Registrable Securities of its intention so to do. Upon the written request of any such holder Holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Securities, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering Public Offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Securities to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Holders based upon the number of shares of Restricted Stock Registrable Securities owned by such holdersHolders) if and to the extent that the managing underwriter shall be is of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders Holders of Restricted StockRegistrable Securities.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 10 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities Restricted Stock, such number of shares of Restricted Stock shall be reduced pro rata based on the ownership of the Companyselling stockholders that include shares in such registration of shares of Common Stock (determined on a fully-diluted basis); and provided, further, however, that in no event may less than one-third of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Subject to the Company limitations set forth in Section 9.3 hereof, if, at any time (other than pursuant to Section 4) during the five year period ending on the date five years from the date of this Warrant, the Company proposes to register any shares of its securities Common Stock under the Securities Act (except for sale any registration on Form S-8, or any similar form then in effect, of shares of its Common Stock to be offered to employees pursuant to any employee benefit plans), it shall give notice (the "Registration Notice") to the public, whether for its own account or for holder of such intention and shall permit the account of other security holders or both (except with respect holder to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of include in any such holder received by registration statement any issued and outstanding Warrant Shares (the Company "Registrable Securities"). If, within 30 twenty (20) days after of the giving of any the Registration Notice, the holder notifies (the "Inclusion Notice") the Company that it wishes to include the Registrable Securities in such notice by the Company, to register any of its Restricted Stock registration (which request Inclusion Notice shall state the intended method number of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested Registrable Securities to be included in and the securities proposed method of distribution of same) the Company shall use its best efforts to cause all such Registrable Securities to be covered by included under the proposed registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other for disposition by the holder (in accordance with its written request) the methods of such Restricted Stock so registereddisposition designated by the holder in the Inclusion Notice. In Notwithstanding the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stockforegoing, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and Company may, 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 then permitted by the Company or other holder of securities of Act, at any time prior to the Company. Notwithstanding time the foregoing provisionssubject registration statement has become effective, determine not to effect such registration, in which event the Company may withdraw any registration statement referred shall have no further obligation to in this Section 5 without thereby incurring any liability to register the holders of Restricted StockRegistrable Securities as proposed.

Incidental Registration. If the Company at any time proposes to ----------------------- register any of its equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to Section 4) proposes 3.1 or pursuant to register any of its securities under the Securities Act a Special Registration), 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public)Registrable Securities, each it will at such time it will give prompt written notice to all holders of outstanding Restricted Stock Registrable Securities of its intention to do so to do. Upon and, upon the written request of any such holder received by of Registrable Securities given to the Company within 30 days after the giving of Company has given any such notice by the Company, to register any of its Restricted Stock (which request shall state specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all commercially reasonable efforts (subject to Registrable Securities which the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have 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 Companyholders thereof, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written requestthe intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that: -------- (a) if such Restricted Stock so registered. In registration shall be in connection with the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten first public offering of Common StockStock following the Merger, the number of shares of Restricted Stock as a group to be included Company shall not include any Registrable Securities in such an underwriting may be reduced (pro rata among proposed registration if the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that Board shall have deter mined, after consultation with the managing underwriter shall be underwriters for such offering, that it is not in the best interests of the opinion that Company to include any Registrable Securities in such inclusion would adversely affect registration, provided that, if the marketing of the securities to be sold by Board makes such a determination, the Company or other holder of shall -------- not include in such registration any securities not being sold for the account of the Company. 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 Company 2.1. If, at any time (other than pursuant to Section 4) the Company proposes to register any of its equity securities under the Securities Act for sale by the Company and/or for sale by Alon Israel Oil Company, Ltd. (the “Company’s Securities”), or for any other person, other than (a) in a registration under Section 3 of this Agreement, (b) a registration on Form S-4 of the Commission or any successor form thereto or (c) a registration on Form S-8 of the Commission or any successor form thereto, the Company shall give notice to the public, whether for its own account or for the account Investor of other security holders or both such intention at least twenty (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale 20) days prior to the public), each filing of the registration statement in connection with such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to doregistration. Upon the written request of the Investor given to the Company within ten (10) days after receipt of any such holder received notice, the Company shall include in such registration (subject to Section 2.2 below) all of the Registrable Shares indicated in such request of the Investor, so as to permit the disposition of the shares so requested. Such request of the Investor shall also provide the names of the Holders of the Registrable Shares to be registered and specify the proposed plan of distribution or other method of offer and sale of the Registrable Shares as to which such request is made and the period over which such Registrable Shares will be offered and sold. 2.2. Notwithstanding any other provision of this Section 2: 2.2.1. if the offer and sale of securities being registered is one involving an underwritten public offering of equity securities of the Company being made at the election of the Company or another Person and if the managing underwriter in connection with such underwritten public offering of equity securities of the Company selected by the Company within 30 days after the giving of any or such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), another Person advises the Company will use all commercially reasonable efforts in writing that in its opinion (subject to a) the rights of any holders number of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the such registration statement proposed to be filed by the Company, all the Investor and any other Person or Persons or (b) the kind or combination of securities that the Company, the Investor and any other Person or Persons intend to include in such offering would, in either case, adversely affect the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) success of such Restricted Stock so registered. In offering, such underwriter’s ability to effect an orderly distribution of such securities or the event that any registration pursuant to this Section 5 shall becontemplated price of such securities, (i) the Company will include in whole or in partsuch registration: (A) first, an underwritten public offering of Common Stockthe Company’s Securities, (B) second, the number of shares Registrable Shares requested to be included by the Investor and all other Persons entitled to include equity securities of Restricted Stock the Company in that registration to the extent that, in the opinion of such underwriter, all such equity securities can be included in such offering without adversely affecting the orderly distribution of such securities or the price at which they can be sold; provided, however, that if the combination of securities to be offered pursuant to such registration is a basis of such managing underwriter’s opinion, (x) the Registrable Shares that shall be included in such registration and offering shall be reduced as a group described in the immediately preceding clause (i) in this Section 2.2.1 or (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect or effects that inclusion of the Registrable Shares requested to be included in such an underwriting may registration and offering would have on such offering, such Registrable Shares shall be reduced (excluded entirely from such registration and offering. The Registrable Shares and other equity securities that are not a part of the Company’s Securities to be included shall be included pro rata among the holders of Restricted Stock based upon on the number of shares of Restricted Stock owned by such holders) if Registrable Securities and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the other equity securities requested to be sold included by the Company or Investor and other holder of securities of the Company. 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 StockPersons.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 S-▇, ▇-▇ or any successor forms thereto or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the other requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) holders if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein, provided, 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 holder than the Investors (including any of securities their respective successors and assigns), and provided, further, however, that in no event may less than thirty-five percent (35%) of the Company. Notwithstanding total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock unless the foregoing provisions, the Company may withdraw any registration statement referred to managing underwriter shall in this Section 5 without thereby incurring any liability to good faith advise the holders proposing to distribute their securities through such underwriting 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 StockStock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or (on a form available for the account registration of Restricted Common Stock by the holders thereof other security holders than a registration on Form S-8, or both (except any successor or similar forms or a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicacquisitions), it will at each such time it will give written notice to all holders of outstanding Restricted Stock the Eligible Holders of its intention so to do. Upon the do and, upon written request of any such holder received given by the Company Eligible Holders within 30 days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereofof such securities by such Eligible Holder), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the all or any Restricted Common Stock as held by such Eligible Holder or which such Eligible Holder is then entitled to which registration shall have been so requested acquire to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite registered so as to permit the sale or other disposition by the holder (in accordance with its written request) the intended methods thereof), as aforesaid by such Eligible Holder, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Restricted Stock so other securities originally proposed to be registered. In the event that any registration If an offering pursuant to this Section 5 shall be13.6 is to be made through underwriters, the managing underwriter may, if in whole or in partits reasonable opinion marketing factors so require, an underwritten public offering limit (pro rata according to the market value of Common Stock, securities proposed to be registered by each Eligible Holder) the number of shares (or eliminate entirely from the offering all of Restricted Stock as a group the) securities which Eligible Holders may register pursuant to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Stock13.6.

Incidental Registration. If Each time the Company at shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of any time of its Common Stock by it or any of its security holders (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to a registration statements statement on Forms From S-4 or another form not available for registering S-8) or any other successor forms prescribed by the Restricted Stock for sale to commission, the public), each such time it Company will give written notice of its determination to all holders Holders of outstanding Restricted Stock of its intention so to doShares and Registrable Securities. Upon the written request of a Holder of any such holder received by the Company Shares and Registrable Securities given within 30 fifteen (15) days after the giving receipt of any such notice by from the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Company will, except as herein provided, cause all such Registrable Securities, the Company will use all commercially reasonable efforts (subject to the rights Holders of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) prospective seller or sellers of such Restricted Stock the Registrable Securities to be so registered. In ; provided, however, that (a) nothing herein shall prevent the event that Company from, at any time, abandoning or delaying any such registration pursuant initiated by it; and (b) if the Company determines not to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, proceed with a registration after the number of shares of Restricted Stock as a group registration statement has been filed with the Commission and the Company's decision not to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock proceed is primarily based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or other holder of securities of the Company. Notwithstanding the foregoing provisionsin part, the Company may withdraw any registration statement referred require that the Registrable Securities requested for inclusion pursuant to in this Section 5 without thereby incurring any liability to be included in the holders of Restricted Stock.underwriting on the same terms and conditions as the securities otherwise being sold through the

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 fifteen days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders and all other holders of Restricted Stock Registrable Securities seeking to sell shares in such underwriting, based upon the number of shares of Restricted Stock owned or Registrable Securities held by each such holdersholder) 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If In the Company at event that (but without any time (other than pursuant obligation to Section 4do so) the Corporation proposes to register any shares of its securities Common Stock in connection with the public offering of such shares solely for cash on any form of registration statement in which the inclusion of the Common Stock is appropriate (other than a registration pursuant to a registration statement on Form S-4 or Form S-8 (or any successor forms) or any form that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a registration statement under the Securities Act for of 1933, as amended, covering the sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicCommon Stock), each such time it will the Corporation shall promptly give the holder of this Warrant Certificate written notice to all holders of outstanding Restricted Stock such registration at least thirty (30) days before the anticipated filing date of its intention so to doany such registration statement. Upon the written request of any such holder received by the Company within 30 fifteen (15) days after the giving receipt by such holder of any such notice by from the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Corporation, the Company will use Corporation shall cause to be registered under the Securities Act all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in Common Stock that such registration) to cause the Restricted Stock as to which registration shall have been holder has so requested to be registered; provided, however that if the underwriter(s) advise the holder in writing that marketing or other factors require that less than 100% of the shares of Common Stock requested by the holder be included in the underwriting, then the Corporation shall so advise the holder. The Corporation shall not be required to proceed with, or maintain the effectiveness of, any registration of its securities after giving the notice herein provided, and the right of any holder to be covered by the have Common Stock included in such registration statement proposed to shall be filed by the Company, all conditioned upon participation in any such underwriting to the extent requisite so allowed. The Corporation shall not be required to permit include any Common Stock in such underwriting unless the sale or other disposition holder enters into an underwriting agreement with the underwriter(s) selected by the holder (Corporation in accordance with its written request) of customary form, and upon terms and conditions agreed upon between the Corporation and such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Stockunderwriter(s).

Incidental Registration. If the Company Buyer at any time (other than pursuant ----------------------- to Section 42) proposes to register any of its securities 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 public (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will shall give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company Buyer within 30 days after the giving of any such notice by the CompanyBuyer, to register any of its Restricted Stock which have been released from their respective Lock-ups (which request shall state the intended method of disposition thereof), the Company Buyer will use all commercially its reasonable commercial efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registeredBuyer. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter or underwriters shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyBuyer. Notwithstanding the foregoing provisions, the Company Buyer may elect not to file, withdraw or file a post-effective amendment terminating any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale resale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to doand of the proposed method of distribution of such securities. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit and under the sale or other disposition by conditions that such registration is permitted under the holder (in accordance with its written request) of such Restricted Stock so registeredSecurities Act. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced or excluded partially or completely (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such the inclusion of some or all of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that, if any shares are to be included in such underwriting for the account of any person other than the Company or other requesting holders of Restricted Stock, the number of shares of Restricted Stock to be included in such underwriting shall not be reduced to a number which represents a percentage of the total number of shares of Restricted Stock as to which registration has been requested that is less than the highest percentage of shares being included in the underwriting for the account of any person who is not a holder of securities Restricted Stock (based on the number of the Companyshares as to which such person has requested registration). Notwithstanding the foregoing provisions, the Company may withdraw and delay for a reasonable period of time any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Each time the Company at any time (other than pursuant shall determine to Section 4) proposes to register ----------------------- file a Registration Statement in connection with the proposed offer and sale for cash of any of its securities 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it Company will give written notice to all holders of outstanding Restricted Stock of its intention so determination to dothe Stockholders. Upon the written request of any such holder received by or all of the Company Stockholders given within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted all shares of Registrable Stock as which such Stockholder(s) have requested to which registration shall have been so requested register to be included in the securities to be covered by the registration statement proposed to be filed by the Companysuch Registration Statement, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written request) prospective seller of such Restricted the Registrable Stock to be so registered. In If the event that any registration 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 5 shall be4 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in partthe good faith judgment of the managing underwriter of such public offering, an underwritten public offering the inclusion of Common Stockall of the Registrable Stock requested for inclusion pursuant to this Section 4 and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Restricted Registrable Stock as a group and other securities to be included in such the offering, except for shares to be issued by the Company in an underwriting may offering initiated by the Company or Offering Shares to be sold by any other party, shall be reduced (to the required level with the participation in such offering to be pro rata among the holders of Restricted Stock thereof requesting such registration, based upon the number of shares of Restricted Registrable Stock and other securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 3.1), at any time (other than pursuant and from time to Section 4) proposes time, it will, prior to register any of its securities under the Securities Act for sale 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Preferred Stockholders of its intention so to dodo so. Upon the written request of any such holder received by the Company a Preferred Stockholder or Preferred Stockholders given within 30 20 days after the giving of any Company provides such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)notice, the Company will shall use its best efforts to include in such registration all commercially reasonable efforts Registrable Shares which the Company has been requested by such Preferred Stockholder or Preferred Stockholders to so include; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3.2 without obligation to any Preferred Stockholder. (subject b) If the registration for which the Company gives notice pursuant to Section 3.2(a) is a registered public offering involving an underwriting, the rights Company shall so advise the Preferred Stockholders as a part of the written notice given pursuant to Section 3.2(a). In such event, (i) the right of any holders of securities of the Company, other than the Company, included Preferred Stockholder to include its Registrable Shares in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included conditioned upon such Preferred Stockholder’s participation in such underwriting on the terms set forth herein and (ii) all Preferred Stockholders including Registrable Shares in such registration shall enter into an underwriting may be reduced (pro rata among agreement upon customary terms with the holders of Restricted Stock based upon underwriter or underwriters selected for the number of shares of Restricted Stock owned underwriting by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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.the

Incidental Registration. If the Company at any time (other than pursuant to Section 43.1) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock Registra▇▇▇ ▇▇▇▇es for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares 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 holder of securities the requesting Investors, and provided, further, however, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Stock, Preferred Shares and Warrants of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities therein, provided, however, that (i) in the case of the Company's initial public -------- ------- offering such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and (ii) in the case of subsequent offerings in no event may less than one-half of the total number of shares of Common Stock to be included in such underwriting for the account of persons other than the Company be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock. The rights provided under this Section 5 terminate with respect to a holder of Restricted Stock as soon as such holder is able to sell its Restricted Stock pursuant to Rule 144(k).

Incidental Registration. If the Company at any time (other than pursuant to Section 43) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock securities held by the Members for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Members of its intention so to dodo so. Upon the written request of any such holder Member, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)securities, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock securities so registered. In the event that any registration pursuant to this Section 5 2 shall be, in whole or in part, an underwritten public offering of Common Stockcommon stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Members based upon the number of shares of Restricted Stock securities owned by such holdersMembers) 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 or therein, provided however, that such number of shares shall not be reduced if any shares are to be included in such underwriting for the account of any person other holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockor requesting Members.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4paragraph (b) below), proposes to register any of its securities under the Securities Act for sale to the publica Public Sale, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 paragraph (a) shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock and other Sellers Stockholders based upon the number of shares of Restricted Stock or other shares of Common Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 paragraph (a) without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time intends to file a registration statement on Form ▇-▇, ▇-▇ or S-3 (or other than pursuant to Section 4appropriate form) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account registration of other security holders or both (except an offering of equity securities with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)SEC, the Company will use all commercially reasonable efforts (subject to shall notify each of the rights of any holders of securities record of Registrable Securities at least 30 days prior to each such filing of the Company’s intention to file such a registration statement, other than the Company, included in such registration) to cause the Restricted Stock as to which registration notice shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, state the number of shares of Restricted Stock as equity securities proposed to be registered thereby. If any holder of Registrable Securities notifies the Company within ten days after receipt of such notice from the Company of its desire to have included in such registration statement any of its Registrable Securities, then the Company shall cause the Company to include such shares in such registration statement. The Company shall pay all the Registration Expenses of such registration. (b) The Company may in its discretion withdraw any registration statement filed pursuant to this Section 5.2 subsequent to its filing without liability to the holders of Registrable Securities. (c) In the event that the managing underwriter for any such offering described in this Section 5.2 notifies the Company that, in good faith, it is able to proceed with the proposed offering only with respect to a group smaller number of securities (the “Maximum Number”) than the total number of Registrable Securities proposed to be offered by such holders and securities proposed to be offered by the Company and all others entitled to registration rights under such registration statement, then the Company shall reduce the number of securities held by persons (the “Piggyback Holders”) other than the Company and persons exercising demand registration rights to be included in such registration, to the extent necessary to reduce the number of securities to be included in such registration to an underwriting may amount equal to the Maximum Number. Such amount will be reduced (allocated pro rata among in accordance with the number of securities proposed to be offered by each Piggyback Holder (including the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 StockRegistrable Securities).

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities (other than in its IPO, a demand registration under Section 2.3, a Form S-3 registration under Section 2.4, a registration relating to stock option plan(s) of the Securities Act for sale to the publicCompany, whether for its own account or for the account of a registration on Form F-4/S-4 in connection with a merger, acquisition or other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicbusiness combination), each such time it will shall give prompt written notice to all holders Holders of outstanding Restricted Stock such intention, together with a list of its intention so jurisdictions in which the Company intends to doattempt to qualify such securities under applicable state securities laws. Upon the written request of any such holder received by the Company Holder given within 30 twenty (20) days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)notice, the Company will use shall include in such registration all commercially reasonable efforts of the Registrable Securities indicated in such request, so as to permit the disposition of the shares so registered. The said piggyback right of the Holders under this Section, may be exercised for an unlimited number of times. (subject b) Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten (an "Underwriters' Cutback"), then, there shall be excluded from such registration and underwriting, to the rights of any holders of securities extent necessary to satisfy such limitation, first, Ordinary Registrable Securities, to the extent necessary (on a pro rata basis according to the respective holdings of the Company, other than Holders of Ordinary Registrable Securities at the Company, included in time of such registration) ), and second, Preferred Registrable Securities, to cause the Restricted Stock as extent necessary (on a pro rata basis according to which registration the respective holdings of the Holders of Preferred Registrable Securities at the time of such registration); provided however, that if the number of Registrable Securities to be registered by the Holders is limited by the underwriter, the Company shall have been so requested to priority over the Holders in each such registration and the number of Registrable Securities, if any, that may be included in the securities to registration shall be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if above order 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 or other holder of securities of the Company. 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 Stockpreference.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock or ▇▇▇▇▇ Common Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock and to ▇▇▇▇▇ (except if the registration statement filed in connection with such registration covers an initial public offering of securities of the Company under the Securities Act (the "IPO"), in which case then to the holders of outstanding Restricted Stock alone) of its intention so to do. Upon the written request of any such holder holder, and/or of ▇▇▇▇▇ (except in the case of such initial public offering), received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state and/or ▇▇▇▇▇ Common Stock, as the intended method of disposition thereof)case may be, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock and/or ▇▇▇▇▇ Common Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock and/or by ▇▇▇▇▇ of ▇▇▇▇▇ Common Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group and ▇▇▇▇▇ Common Stock to be included included, collectively, in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock and ▇▇▇▇▇, based upon the number of shares of Restricted Stock owned by such holdersholders and the number of shares of ▇▇▇▇▇ Common Stock, collectively) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock and ▇▇▇▇▇ Common Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities Restricted Stock or ▇▇▇▇▇, and provided, further, however, that, except in connection with the IPO, in no event may less than one-third of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock and/or ▇▇▇▇▇ Common Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted StockStock or to ▇▇▇▇▇.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to ----------------------- register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of any security-holders (other security holders than any registration pursuant to Paragraph 1 or both (except with respect any registration of an offering solely to employees of the Company and its subsidiaries or any registration statements on Forms Form S-4 or another form not available for registering the Restricted Stock for sale to the publica successor form), each such time it will shall promptly give written notice to all holders each holder of outstanding Restricted Stock Shares of its intention so to do. Upon do so, and the Company shall include in such registration all Shares that the holders thereof shall specify in a written request of any such holder received by notice delivered to the Company within 30 days after the giving their receipt of any such notice by the Company's notice of the proposed filing of the registration statement. However, if the proposed registration is to register any of its Restricted Stock be underwritten (which request shall state the intended method of disposition thereofwhether on a "best efforts" or a "firm commitment" basis), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration managing underwriter shall have been so requested the right to be included in limit the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Shares to be included in such an underwriting registration to not less than 30% of the total number of securities included therein if the underwriter advises the Company in writing that such exclusion is necessary to avoid interfering with the successful marketing of the underwritten portion of the public offering (unless such registration is the initial public offering of the Company's securities, in which case the underwriter may limit or exclude the Shares entirely), provided that such ------------- exclusion applies first to those securities which the Company proposes to register for the account of any of its officers or employees and then on a proportional basis to all other securities proposed to be reduced included in any such registration (including the Shares) other than those for which the Company initiated such registration and which are being sold by the Company. Any exclusions of the Shares shall be made pro rata among the affected holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and in proportion to the extent that the managing underwriter shall be respective numbers of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted StockShares for which they have requested registration.

Incidental Registration. If the Company at any time (other than pursuant to Section 43.1) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock for Registrable ▇▇▇▇▇▇ ▇or sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares 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 holder of securities the requesting Investors, and provided, further, however, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time proposes to register any of its equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to Section 4) proposes 1.1 or pursuant to register any of its securities under the Securities Act a Special Registration), 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public)Registrable Securities, it will each such time it will give prompt written notice to all holders of outstanding Restricted Stock Registrable Securities of its intention to do so to do. Upon and of such holders' rights under this Section and, upon the written request of any such holder received by of Registrable Securities given to the Company within 30 days after the giving of Company has given any such notice by the Company, to register any of its Restricted Stock (which request shall state specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all commercially reasonable efforts (subject to Registrable Securities which the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have 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 Companyholders thereof, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written requestthe intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that: (a) if such Restricted Stock so registered. In registration shall be in connection with the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering Underwritten Public Offering of the Common Stock, the number of shares of Restricted Stock as a group to be included Company shall not include any Registrable Securities in such an underwriting may be reduced (pro rata among proposed registration if the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that Board shall have determined, after consultation with the managing underwriter shall be underwriters for such offering, that it is not in the best interests of the opinion that Company to include any Registrable Securities in such inclusion would adversely affect registration, provided that, if the marketing of the securities to be sold by Board makes such a determination, the Company or other holder of shall not include in such registration any securities not being sold for the account of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.;

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted any Common Stock for sale to the publicpublic pursuant to a firm commitment underwriting (other than in connection with an Initial Public Offering in which Parent is not selling any of the Company's Common Stock held, directly or indirectly, by Parent), each such time it the Company will give written notice at such time to all holders of outstanding Restricted Stock Registrable Shares, as to which Warrants have been been exercised or are then exercisable, of its intention so to dodo so. Upon the written request of any such holder received by the Company holder, given within 30 thirty (30) days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Shares, the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Shares as to which registration shall have been so requested requested, to be included in the securities to be covered by the such registration statement proposed to be filed by (the Company"Incidental Registration"), all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock Registrable Shares so registered; provided, however, that nothing herein shall prevent the Company from abandoning or delaying any such registration at any time; and provided, further, that the Incidental Registration shall be subject to the provisions of Sections 7.3(b) and 7.3(c), and Section 7.4 to the extent indicated therein. In the event that any registration Any request by a holder pursuant to this Section 5 7.3 to register Registrable Shares shall be, in whole or in part, an underwritten public offering of Common Stock, specify the number of shares of Restricted Stock as a group Registrable Shares to be included in the underwriting and that such an Registrable Shares are to be included in the underwriting may be reduced (pro rata among on the holders of Restricted Stock based upon same terms and conditions as the number of shares of Restricted Common Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be otherwise being sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.through underwriters under such

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 Form S-4, ▇▇▇▇ ▇-▇, ▇▇eir respective successor forms, or another form not available for registering the Restricted Stock Registrable Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Registrable Shares of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock Registrable Shares (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, Company all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In addition, if the event underwriter advises the Company that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, marketing considerations require a limitation on the number of shares offered pursuant to any registration statement, then the Company shall include in such registration statement the maximum amount of Restricted Stock as a group such securities (including Registrable Shares) (the "Maximum Amount") that the underwriter considers saleable in accordance with the following order of priority: (x) first the securities the Company proposes to register for its own account; (y) second, provided that the aggregate number of securities to be included pursuant to clause (x) is less than the Maximum Amount, the securities to be included in such an underwriting may registration statement on behalf of the Investors until the aggregate net proceeds received or to be reduced received by the Investors from the conversion of their Preferred Stock or sale to the public of any Common Stock (including proceeds to be received in connection with the requested registration at issue) equals the sum of (i) $3,300,000 plus a return thereon from the original issue date of the Series A Preferred Stock through the date of such registration of 20% per annum, compounded annually, (ii) $4,557,600 plus a return thereon from the original issue date of the Series B Preferred Stock through the date of such registration of 20% per annum, compounded annually, and (iii) $4,000,000 plus a return thereon from the original issue date of the Series C Preferred Stock through the date of such registration of 20% per annum, compounded anually, and (y) third, provided that the aggregate number of securities to be included pursuant to clauses (x) and (y) is less than the Maximum Amount, the remaining securities requested to be included (including Registrable Shares), on a pro rata basis among the holders of Restricted Stock based upon Registrable Shares and other securities according to the number of shares of Restricted Stock owned by Registrable Shares and other securities each such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities holder requested to be sold by included in such registration (excluding for the Company or other holder purposes of such allocation, those securities of already included in the Companyregistration pursuant to clause (y)). Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 2 without thereby incurring any liability to the holders of Restricted StockRegistrable Shares (other than as provided in Section 5).

Incidental Registration. If the Company at any time (other than pursuant to Section 4) after twelve months from the effective date of the Company's initial Registration Statement on Form SB-2, the Company proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder therein, PROVIDED, HOWEVER, that any such reduction in the number of securities shares of the CompanyRestricted Stock included in such underwriting shall be pro rata among all selling security holders requesting inclusion therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether public for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering S-8) or the Restricted Stock for sale to the public)account of any other person, each such time it will give written notice to all holders of outstanding Restricted Stock Central of its intention so to do. Upon the written request of any such holder Central, received by the Company within 30 thirty (30) days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted such shares of Common Stock owned by Central as to which registration shall have been so requested Central requests to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Central (in accordance with its written request) of such Restricted Stock so registeredshares. In The Company may include in any registration statement to be filed for its own account, without Central's consent, any securities which are beneficially owned by Registration Rights Holders who have registration rights under the event that Existing Rights Agreements and which cannot be freely sold without such registration. If any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Common Stock as a group offered by Central to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities (if any) to be sold by the Company or therein, provided, however, that such number of shares of Common Stock held by Central shall not without Central's consent be reduced in order to allow any shares to be included in such underwriting for the account of any person other holder of securities of than the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted StockCentral.

Incidental Registration. If the Company at any time, and from time (other than pursuant to Section 4) time, during the Registration Period proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Restricted Registerable Stock for sale to the public), each such time it will give written notice at least thirty (30) days prior to the anticipated-filing date to all holders of outstanding Restricted Registerable Stock of its intention so to dodo so, specifying the form and manner and other material facts involved in such proposed registration. Upon the written request of any such holder received by the Company holder(s), given within 30 20 days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registerable Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Registerable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such holder(s) to the holder (in accordance with its written request) public of such Restricted Registerable Stock so registered. In the event that any registration pursuant to this Section 5 2 shall be, in whole or in part, be an underwritten public offering of Common Stock, the Registerable Stock to be included in such underwriting shall be included, insofar as practicable, on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters. Notwithstanding the foregoing, the number of shares of Restricted Registerable Stock as a group to be included in such an underwriting may be reduced (pro rata among the selling shareholders participating in such underwriting, including, without limitation, the requesting holders of Restricted Stock Registerable Stock, based upon the number of shares of Restricted Registerable Stock owned so requested to be registered by such holdersthe holders thereof) if and to the extent that the managing underwriter shall be have advised the Company in writing (with copies to all holders of the opinion that Registerable Stock) that, in its good faith opinion, such inclusion would adversely affect have a material adverse effect on the successful marketing of the securities to be sold therein by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Each time the Company at any time shall determine to file a registration statement under the Securities Act (other than pursuant to Section 4on Form S-8 or Form S-4) proposes to register in connection with the proposed offer and sale for money of any of its securities under by it or by 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 Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it Company will give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doRegistrable Stock. Upon the written request of any such a holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Stock, the Company will use cause all commercially reasonable efforts (subject to such Registrable Stock, the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by the holder (prospective seller or sellers of the Registrable Stock to be so registered in accordance with the terms of the proposed offering. If the registration statement is to cover an underwritten distribution, the Company shall use its written request) of such Restricted best efforts to cause the Registrable Stock so registered. In the event that any registration requested for inclusion pursuant to this Section 5 shall be1l(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the shares to be sold by the Company, the Registrable Stock to be included in part, an underwritten public such offering and the other shares of Common Stock, Stock to be included in such offering shall each be reduced pro rata in proportion to the number of shares of Restricted Common Stock as a group proposed to be included in such an underwriting may be reduced (pro rata among the holders offering by each holder of Restricted Stock based upon the number of such shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Company at any time (other than pursuant to Section 4Section4 or 5 hereof) proposes to register any of its securities 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 other than a registration effected to registration statements implement an employee benefit plan or a transaction to which Rule 145 or any similar or successor rule of the Commission under the Securities Act is applicable, on Forms Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice at such time to all holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder received by the Company holder, given within 30 days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 5 Section6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock as a group 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 owned by such holdersso 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 or therein; provided, however, if any shares (other holder than Restricted Stock) are to be included in such underwriting for the account of any person other than the Company, then the number of shares of Restricted Stock and other shares to be included in such underwritten public offering shall be determined in such a manner so that the holders of the Restricted Stock shall be entitled to offer the 75 percent of all shares of stock to be offered by persons other than the Company, with the remaining 25 percent of the shares to be offered on a pro rata basis among the holders of other shares and the holders of the Restricted Stock (based on the number of shares requested to be registered). Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any pursuant to a registration statement referred covering Restricted Stock and a holder of Restricted Stock does not elect to in this Section 5 without thereby incurring any liability sell his Restricted Stock to the holders underwriters of the Company's securities in connection with such offering, such holder shall refrain from selling such Restricted StockStock during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 90th day after the effective date of such registration statement.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 Form S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) holders of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders to the extent of Restricted Stock based upon the number pro rata interests of shares such requesting holders in the outstanding stock of Restricted Stock owned by such holdersthe Company (assuming conversion of the Series A Preferred Stock) 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 or other holder of securities of the Companytherein. 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 (a) Whenever the Company at any time proposes to file a Registration Statement (other than pursuant to Section 42.1 or in connection with its Initial Public Offering) proposes at any time and from time to register any of its securities under the Securities Act for sale time, it will, not less than 15 days nor more than 30 days, prior to the publicreasonably anticipated date of such filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Purchasers of its intention so to dodo so. Upon the written request of any such holder received by the Company a Purchaser or Purchasers given within 30 15 days after the giving of any Company provides such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereofof such Registrable Shares), the Company will use all commercially reasonable efforts (shall, subject to Section 2.2(b), cause all Registrable Shares which the rights of any holders of securities of the Company, other than the Company, included in Company has been requested by such registration) Purchaser or Purchasers to cause the Restricted Stock as to which registration shall have been so requested register to be included registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the securities to be covered by request of such Purchaser or Purchasers; provided, that the registration statement proposed to be filed Purchasers, if requested by the Company, all have provided the Company the information required from them for such registration; provided, further, that the Company shall have the right to the extent requisite to permit the sale postpone or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that withdraw any registration effected pursuant to this Section 5 shall be2.2 without obligation to any Purchaser. If required pursuant to the terms of existing agreements between the Company and Other Holders, in whole or in part, an underwritten public offering these rights may be exercisable only on a pro rata basis with Other Holders on the basis of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersOther Holders and the Purchasers exercising their rights to incidental (or “piggyback”) if and to registration for the extent that same registration. (b) If the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by registration for which the Company or other holder of securities of the Company. Notwithstanding the foregoing provisionsgives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company may withdraw shall so advise the Purchasers as a part of its written notice made pursuant to Section 2.2(a). In such event, (i) the right of any Purchaser to include his, her or its Registrable Shares in such registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.pursuant to

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, Company to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its such written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group 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 owned held by such 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 the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder of securities of the Companyrequesting Purchasers 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 Company at any time (other than pursuant to Section 4) proposes to ----------------------- register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another any other form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion all or a portion of such Restricted Stock would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public, and the registration statement to be filed by the Company to register the shares of Common Stock to be issued to the stockholders of Educo, Inc.), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersholders and the shares of Common Stock held by the persons referred to in clauses (ii) and (iii) of the proviso to this sentence) 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 (i) the Company, (ii) requesting holders of Restricted Stock or (iii) any other holder holders of securities Common Stock who as of June 30, 1998 are entitled to contractual "piggyback" or "incidental" rights to be included in the registration statement. Whenever a registration statement is deemed (pursuant to the provisions of Section 4 or Section 6) to be a registration statement initiated by the Company and therefore governed by the provisions of this Section 5, such registration statement shall nevertheless be deemed to count as a registration statement required to be filed by the Company under Section 6 and Section 4 if the registration statement covers all shares of Restricted Stock specified in the notices from the requesting holders thereof for sale in accordance with the method of disposition specified in such notice, becomes effective and, if such method of disposition is a firm commitment underwritten public offering, 75% of all such shares are sold pursuant thereto. (b) Notwithstanding anything herein to the contrary, the Company shall not be required to file any registration statement registering the Restricted Stock upon the demand of the holders of the Restricted Stock made under Section 4 or Section 6 of this Agreement during the period beginning on the date of the Company. Notwithstanding 's receipt of a notice from requesting holders pursuant to Section 4 or Section 6 of the foregoing provisionsRegistration Rights Agreement by and among the Company, Edison Venture Fund II, L.P. and Edison Venture Fund, II-Pa., L.P. and ending on the Company may withdraw any date on which the distribution of the securities included in such registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockhas been completed.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the publicpublic or in connection with the Company's initial public offering of Common Stock), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its said written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersholders or to zero) 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 or 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 holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw or requesting holders of Restricted Stock, except on a pro rata basis with a reduction in the number of shares included for the account of any registration statement referred to in this Section 5 without thereby incurring any liability to person other than the Company or requesting holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to ----------------------- register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another any other form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite necessary to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that all or a portion of such inclusion Restricted Stock would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 43.1) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering availabl▇ ▇▇▇ ▇▇gistering the Restricted Stock Registrable Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares 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 holder of securities the requesting Investors, and provided, further, however, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company Buyer at any time (other than pursuant to ----------------------- Section 42) proposes to register any of its securities 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 public (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will shall give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company Buyer within 30 days after the giving of any such notice by the CompanyBuyer, to register any of its Restricted Stock which has been released from its respective Lock-Up (which request shall state the intended method of disposition thereof), the Company Buyer will use all commercially its reasonable commercial efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registeredBuyer. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter or underwriters shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyBuyer. Notwithstanding the foregoing provisions, the Company Buyer may elect not to file, withdraw or file a post-effective amendment terminating any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 48(b) or (d) hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock Securityholder Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Securityholder Shares of its intention so to do. Upon the written request of any such holder of Securityholder Shares, received by the Company within 30 thirty (30) days after the giving of any such notice by the Company, to register any of its Restricted Stock Securityholder Shares (whether or not such Securityholder Shares are issued or outstanding at the time), in whole or in part (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Securityholder Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock Securityholder Shares so registered. In the event that any registration pursuant to this Section 5 8(c) shall be, in whole or in part, an underwritten public offering of Common StockSecurities, the number of shares of Restricted Stock as a group Securityholder Shares to be included in such an underwriting may be reduced reduced, in whole or in part, (pro rata among the requesting holders of Restricted Stock Securityholder Shares based upon the number of shares of Restricted Stock Securityholder Shares owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder therein, provided, however, that such number of securities Securityholder Shares shall not be reduced below thirty percent (30%) of the Companyaggregate number of shares offered by the Company and the requesting holders of Securityholder Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 8(c) without thereby incurring any liability to the holders of Restricted StockSecurityholder Shares.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 Form S-4, ▇▇▇▇ ▇-▇, ▇▇eir respective successor forms, or another form not available for registering the Restricted Stock Registrable Shares for sale to the public), each such time it will give written notice to all holders Holders of outstanding Restricted Stock Registrable Shares of its intention so to do. Upon For a period of five (5) years following such registration, the Company shall, upon the written request of any such holder Holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock Registrable Shares (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, Company all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its written request) of such Restricted Stock Registrable Shares so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Common Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Holders based upon the number of shares of Restricted Common Stock owned by such holdersHolders) 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders Holders of Restricted StockRegistrable Shares (other than as provided in Section 6).

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, the number of shares of Restricted Stock as a group 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 owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall -------- ------- not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities of the CompanyRestricted 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 Company at any time (other than pursuant to Section 4) following the Effective Date, proposes to register any of its securities, (other than a registration statement on Form S-8 or any successor form for securities under to be offered to employees of the Securities Act for sale Company pursuant to the publicany employee benefit plan or a registration statement on form F-4 or any other successor form), whether for its own account or for the account of any other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale person, it shall give notice to the public), each Holder of such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dointention. Upon the written request of any such holder received by the Company Holder given within 30 twenty (20) days after the giving receipt of any such notice notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered in the manner requested by the Holder. Notwithstanding any other provision of this Section 2, with respect to an underwritten public offering by the Company, if the managing underwriter advises the Company in writing that marketing or other factors require a limitation of the number of shares to register any be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by the Holder and by other shareholders of the Company who are entitled to have their shares included in such registration, pro rata among them to the extent necessary to satisfy such limitation. To the extent Registrable Securities are excluded from such underwriting, the Holder shall agree not to sell its Registrable Shares included in the registration statement for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to enable the Holder to complete the distribution and resale of its Restricted Stock (which request shall state Registrable Shares Notwithstanding the intended method provisions of disposition thereof)this Section 2, the Company will use all commercially reasonable efforts (subject shall have the right at any time after it shall have given notice to the rights Holder, to elect not to file any such proposed registration statement; provided, however, that each key officer and director of any holders the Company and each person who, at the time of securities the proposed filing of such public offering, beneficially owns 1% or more of the outstanding capital stock of the Company, other than on a fully-converted, fully-diluted basis, shall enter into the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. 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 Stocksame agreement.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 10 business days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided , however , that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities of the CompanyRestricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any requesting registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersso 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 or 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 holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to and the holders of Restricted Stock. Notwithstanding anything to the contrary contained in Section 4 or 5 hereof, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall, to the extent required by such underwriters with respect to all holders of Restricted Stock, refrain from selling such Restricted Stock so registered pursuant to this Section 5 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its -------- ------- Restricted Stock commencing on the 120th day after the effective date of such registration statement.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 S-4, ▇-▇, ▇-4, F-11, F-12 or another form not available for registering the Restricted Registrable Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Registrable Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Registrable Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Registrable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Registrable Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common StockOrdinary Shares, the number of shares of Restricted Registrable Stock as a group to be included in 4 such an underwriting may be reduced; provided, however, that in no event may less than one-third of the total number of Ordinary Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of made available for shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyRegistrable Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Registrable Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 thirty (30) days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities therein; provided that with respect to any registration of the Company. Notwithstanding ’s securities other than a registration for the foregoing provisionsCompany’s initial public offering, (a) all other securities are first entirely excluded from the Company may withdraw any registration statement referred registration; and (b) the holders’ Restricted Stock shall not be reduced to in this Section 5 without thereby incurring any liability to a number such that the holders holders’ Restricted Stock being registered represents less than twenty five percent (25%) of Restricted Stockthe total amount of securities being registered by the Company.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) Company, after the date of this Agreement, proposes to register any of its securities under the Securities Act for sale Act, based upon a firm commitment underwritten public offering (other than pursuant to the publicSection 4 or Section 6), whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock for ▇▇▇▇▇ ▇or sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder therein; provided, however, that such number of securities shares of Restricted Stock shall not be reduced to less than one-third of the Companytotal shares to be included in such underwriting. 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 Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder requesting holders of securities Restricted Stock, and provided, further, however, that in no event may less than one-third of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the provisions of the foregoing provisionssentence, if the underwritten public offering of the Company is an initial public offering, the total number of shares of Restricted Stock to be included in such underwriting may be reduced to as low as zero (0) if (i) the managing underwriter is of the opinion that such inclusion of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company and (ii) no other shareholder is allowed to include shares of stock in such underwriting. Notwithstanding the provisions of this Paragraph 5, 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 In the event that (but without any obligation to do so) the Company at any time (other than pursuant to Section 4) proposes to register any securities of its the Company in connection with the public offering of such securities under solely for cash on any form of Registration Statement in which the Securities Act for sale inclusion of Purchased Shares is appropriate (other than a registration pursuant to a Registration Statement on Form S-8 or Form S-4 (or any successor forms) or any form that does not include substantially the same information, other than information relating to the publicselling Shareholders or their plan of distribution, whether for its own account or for as would be required to be included in a registration statement covering the account sale of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicPurchased Shares), the Company shall promptly give each such time it will give Shareholder written notice to all holders of outstanding Restricted Stock such registration at least thirty (30) days before the anticipated filing date of its intention so to doany such Registration Statement. Upon the written request of any such holder received by the Company Shareholder within 30 fifteen (15) days after the giving receipt by such Shareholder of any such notice by from the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use shall cause to be registered under the Securities Act all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in Purchased Shares that such registration) to cause the Restricted Stock as to which registration shall have been Shareholder has so requested to be registered. The Company shall not be required to proceed with, or maintain the effectiveness of, any registration of its securities after giving the notice herein provided, and the right of any Shareholder to have Purchased Shares included in the securities to such Registration Statement shall be covered by the registration statement proposed to be filed by the Company, all conditioned upon participation in any underwriting to the extent requisite provided herein. The Company shall not be required to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that include any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included Purchased Shares in such underwriting unless the Shareholders thereof enter into an underwriting may be reduced (pro rata among agreement with the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersunderwriter(s) 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 selected by the Company or other holder of securities in customary form, and upon terms and conditions agreed upon between the Company and such underwriter(s) (except as to monetary obligations of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in Shareholders not contemplated by Section 2.7 of this Section 5 without thereby incurring any liability to the holders of Restricted StockAgreement).

Incidental Registration. If (a) subject to the Company at any time (other than pursuant to Section 4) terms and conditions of this Agreement, if the company proposes to register any of its securities file a Registration Statement under the Securities Act for sale relating to the public, whether an underwritten public offering of shares of common stock (other than a Registration Statement on Form S-4 or Form S-5) to be offered for its own account or for the account of other security holders or both others, the Company shall (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give i) provide written notice of the proposed offering to all holders Shareholder, setting forth a description of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereofdistribution (the "Incidental Registration Notice"), and (ii) use its reasonable best efforts to register pursuant to such Registration Statement (an "Incidental Registration") such number of Registrable Securities as shall be specified in a written request by Shareholder made within 20 days after receipt of such written notice from the Company. (b) Shareholder shall (together with the Company) enter into an underwriting agreement in such form as shall have been negotiated and agreed to by the Company with the Underwriter or Underwriters selected for such underwriting by the Company. (c) Notwithstanding the foregoing, if at any time after giving written notice to Shareholder of its proposal to file a Registration Statement pursuant to Section 2.2(a) hereof and prior to the effective date of such Registration Statement, the Company will use all commercially reasonable efforts shall determine for any reason not to register the securities proposed to be covered thereby, the Company may, at its election, give written notice of such determination to Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (subject but not from its obligation to pay certain expenses in connection therewith as provided in Section 3.2), without prejudice, however, to the rights of any holders of securities of the Company, other than the Company, included in such registration) Shareholder otherwise may have to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock 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 request that such inclusion would adversely affect the marketing of the securities to registration be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this effected under Section 5 without thereby incurring any liability to the holders of Restricted Stock2.1.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dothe Seller. Upon the written request of any such holder Seller, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein, provided, however, that any such reduction in the number of shares to be included shall be made pro rata among all selling stockholders in the offering other holder of securities of than the Company. 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 Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock Restricte▇ ▇▇▇▇▇ for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 fifteen days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders and all other holders of Restricted Stock Registrable Securities seeking to sell shares in such underwriting, based upon the number of shares of Restricted Stock owned or Registrable Securities held by each such holdersholder) 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 42.3 or Section 2.5 and other than in respect of the Company’s Initial Public Offering) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the publicpublic or in connection with a Rule 145 transaction), each such time it will give written notice to all holders of outstanding Restricted Stock Investors of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 2.4 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter determines in good faith that the inclusion of all shares requested to be registered would adversely affect the offering, the number of shares that may be included in the underwriting shall be allocated first, to the Company; second, to the Investors requesting to register shares in such underwritten public offering on a pro rata basis based on the total number of shares of Restricted Stock as held by the Investors requesting to register shares in such underwritten public offering; and third, to any stockholder of the Company on a group pro-rata basis, provided, however, that in no event may less than thirty percent (30%) of the total number of shares of Common Stock to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of made available for shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyStock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement Registration Statement referred to in this Section 5 2.4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If If, following the Company's first registered public offering of its Common Stock, the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account only or for its own account and for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of Purchasers holding outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, Company to register at least 450,000 shares (appropriately adjusted for any of the events specified in Section 8 herein) of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its such written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned held by such 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 the Company or other holder therein, but in no event shall the amount of securities of the Companyrequesting holders be reduced below thirty percent (30%) of the total amount to be included in such offering; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person (including the Founders) other than the Company or requesting Purchasers holding Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form anot▇▇▇ ▇▇▇▇ not available for registering the Restricted Stock for sale to the public), each such time it the Company will give written notice to all holders Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder Holder received by the Company within 30 days after of the giving of any such notice by the Company, Company to register any of its such Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its such Holder's written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common StockStock or Common Stock Equivalents, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or the requesting party therein or that such reduction is otherwise advisable; provided, however, that after any shares to be sold by holders that do not have contractual rights to have shares included in such registration have been excluded, shares to be sold by the Holders shall be excluded in such manner that the shares to be excluded shall first be the shares of selling Holders and other requesting holders who, in each case, are not Affiliate Holders and whose shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining shares of the selling Holders and other requesting holders who are Affiliate Holders or whose share are not then saleable under Rule 144(e) or Rule 144(k), unless such registration is pursuant to the exercise of a demand right of another securityholder, in which event such securityholder shall be entitled to include all shares it desires to have so included before any shares of Restricted Stock or shares of any other holder of securities are included therein and; provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the Company. Notwithstanding first underwritten public offering following the foregoing provisionsdate of this Agreement, no reduction shall reduce the Company number of shares which may withdraw any registration statement referred be sold by requesting Holders to less than 25% of the shares to be sold in this Section 5 without thereby incurring any liability to the holders of Restricted Stocksuch offering.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4an initial public offering of the Company's securities) proposes to register any of its securities Common Shares under the Securities Act for sale to the public, whether (i) for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 ▇-▇, ▇-▇ or another such other form which is not available for registering the Restricted Stock Common Shares for sale to the public)) or (ii) for the account of Coyote, each such time it will give prior written notice to all holders of outstanding Restricted Stock APL of its intention so to do. Upon the written request of any such holder APL, received by the Company within 30 twenty (20) days after the giving of any such notice by the Company, to register any of its Restricted Stock Common Shares (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Common Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder APL (in accordance with its written request) of such Restricted Stock Common Shares so registered. Alternatively, the Company may in its sole discretion include such Common Shares in a separate registration statement to be filed concurrently with the registration statement for the securities to be filed by the Company for its own account or for the account of Coyote. In the event that any registration of Common Shares for the account of the Company pursuant to this Section 5 Paragraph 11 shall be, in whole or in part, an underwritten public offering of Common StockShares, the number of shares of Restricted Stock as a group Common Shares owned by APL and Coyote to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock APL, Coyote and other persons with pari passu incidental registration rights, as may be applicable, based upon the number of shares of Restricted Stock Shares owned by APL, Coyote and such holdersother persons) if due to underwriter market limitations if, and to the extent extent, that the managing underwriter shall be of advises the Company that in its opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In addition, if the managing underwriter so advises, for any reason, against the inclusion of all or any portion of Common Shares owned by APL in the public offering, then APL shall only have the right to register Common Shares therein as so advised by the managing underwriter. It is acknowledged by the parties hereto that the rights of APL to include Common Shares in a registration shall be subordinate to those of the Company and, except as expressly provided herein, on a parity with Coyote or other holder person selling Common Shares for its own account so that, except as expressly provided herein, cut backs shall be made on a pro rata basis based on the number of Common Shares held by each such person. Except as set forth above, there shall be no limit to the number of registrations that may be requested pursuant to this Paragraph 11. (b) In connection with each registration pursuant to Paragraph 11(a) covering an underwritten public offering pursuant to which APL sells Common Shares, APL agrees to (i) enter into a written agreement with the managing underwriter under the same terms and conditions as apply to the Company or the selling shareholders, as applicable, and (ii) furnish to the Company in writing such information with respect to APL and the proposed distribution by APL as reasonably shall be necessary and shall be requested by the Company in order to comply with federal and applicable state securities laws. (c) If, at any time after giving notice of its intention to register any Common Shares pursuant to this Paragraph 11 and prior to the effective date of the Company. Notwithstanding the foregoing provisionsregistration statement filed in connection with such registration, the Company may withdraw shall determine for any reason not to register such Common Shares, the Company shall give written notice to APL and, thereupon, shall be relieved of its obligation to register any APL Shares in connection with such registration. (d) The APL Shares shall cease to be registrable pursuant to this Paragraph 11 on the date upon which they are effectively registered under the Act and disposed of in accordance with any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockcovering it.