Common use of Incidental Registration Clause in Contracts

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company shall use commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if If the Company determines that it shall file a registration statement under the 1933 Act at any time (other than a registration statement on a Form S-4 pursuant to Section 4 or S-8 or filed in connection with an exchange offer or an offering of securities solely Section 6) proposes to the Company’s existing stockholders) on register any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities under the Securities Act for sale to the public, whether for its own account or for the general account of other security holders or both (except with respect to registration of its Common Stock statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Shares for sale to be sold for cashthe public), at each such time the Company shall promptly it will give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder all Right Holders of its right intention so to have Registrable Stock included in such registrationdo. Upon the written request of any Holder such Right Holder, received by the Company no later than twenty (20) within 30 days after the date giving of any such notice by the Company’s notice, to register any of its Registrable Shares, the Company shall will use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has Shares as to which registration shall have been so requested to be registered. If, included in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed covered by the maximum amount of registration statement proposed to be filed by the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holder of securities such Registrable Shares 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 Common Stock to be included in such offering an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the recommended amount; extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities are being offered for through such underwriting that such level of participation would, in its opinion, materially adversely affect the account of other Persons as well as offering price or its ability to complete the Company, such reduction offering and shall not represent a greater fraction of specify the number of securities intended to Registrable Shares which, in its opinion, can be offered by Holders than included in the fraction of similar reductions imposed on registration and underwriting without such other Persons other than the Company over the amount of securities they intended to offeran effect.

Incidental Registration. Commencing immediately after (a) If, at any time following the date of Closing (as defined the Offering and up to and including 30 days after, in the Merger Agreement)case of the October 1993 Trust, if ▇▇. ▇▇▇▇ ▇. Getty ceases to be employed by the Company determines that it shall or, in the case of Crediton Limited, ▇▇. ▇▇▇▇▇▇▇▇ ▇. Klein ceases to be employed by the Company, the Company proposes to file a registration statement under the 1933 Securities Act with respect to an offering of its Class A Shares (i) for its own account (other than a registration statement on a Form S-4 or S-8 (or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any substitute form that would also permit may be adopted by the registration Commission)) or (ii) for the account of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling any holders of its securities for the general registration of its Common Stock Class A Shares (including any pursuant to be sold for casha demand registration), at each such time the Company shall promptly give each Holder written notice of such determination setting forth proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such noticeanticipated filing date), and advising such notice shall offer each Holder the opportunity to register such number of its right to have Registrable Stock included in such registrationShares as the Holder shall request. Upon the written request direction of any Holder, given within 20 days following the receipt by such Holder received of any such written notice (which direction shall specify the number of Registrable Shares intended to be disposed of by the Company no later than twenty (20) days after the date of the Company’s noticesuch Holder), the Company shall use commercially reasonable efforts include in such registration statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Shares as shall be set forth in such notice. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to cause the Company that the inclusion of such Registrable Shares would materially and adversely affect the price of the Class A Shares to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, offered or (ii) without otherwise materially and adversely affecting result in a greater amount of Class A Shares being offered than the entire offeringmarket could reasonably absorb, then the amount number of Registrable Stock Shares to be offered for the accounts of Holders registered by each party requesting Incidental Registration rights shall be reduced pro rata in proportion to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended originally requested to be offered registered by Holders than the fraction each of similar reductions imposed on such other Persons other than them. Nothing contained herein shall require the Company over to reduce the amount number of securities they intended Class A Shares proposed to offerbe issued by the Company. (b) No Incidental Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 3.01 hereof.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if a) Whenever the Company determines that it shall proposes ----------------------- to file a registration statement under the 1933 Act statement, at any time and from time to time (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely "Registration"), it will, prior to such filing, give written notice to the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders Holders of its securities for the general registration of its Common Stock intention to be sold for cashdo so and, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon upon the written request of any Holder received by the Company no later than twenty Holder, given within fifteen (2015) days after the date Company provides such notice (which request shall state the intended method of the Company’s noticedistribution of such shares), the Company shall use commercially reasonable its best efforts to cause all such shares which the Company has been requested to include by any Holder, to be registered included in the Registration; provided, that the Company shall have the right to postpone or withdraw any -------- Registration effected pursuant to this Section 5.2 without obligation to any ----------- Holder; and provided, further, that the Company shall not be required to file -------- ------- more than two (2) Registrations with respect to Registrable Shares. (b) In connection with any offering under this Section 5.2 ----------- involving an underwritten offering, if, in the 1933 Act all opinion of the Registrable Stock that each such underwriters, inclusion of all, or part of, the shares which any Holder has so requested to be registered. Ifincluded would materially or adversely affect such public offering, in then the written opinion Company may reduce the number of the managing underwriter or underwriters (orsuch shares to zero, in the case of a nonRegistration on Form S-1, and to 33 1/3% of the shares of Common Stock (calculated on an as-underwritten offeringconverted basis) issued, in the written case of all subsequent underwritten offerings. In addition, the Company shall not be required to include any such shares in such underwritten offering unless the Holders thereof accept the terms of the offering as agreed upon between the Company and the underwriters selected by it, and execute and deliver an underwriting agreement, and then only in such quantity as will not, in the opinion of the placement agentunderwriters, or if there is none, jeopardize the success of the offering by the Company), as described above. If the total amount number of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities shares to be included in such the underwritten offering in accordance with the foregoing is less than the total number of shares which the Holders have requested to be included, then the recommended amount; provided, that if securities are being offered for the account of Holders who have requested registration and other Persons as well as the Company, such reduction shall not represent a greater fraction holders of the number Common Stock entitled to include shares of securities intended Common Stock in such registration (together with the Holders, the "Selling Shareholders") shall participate in the underwritten offering pro rata based upon their total ownership of shares of Common Stock of the Company (calculated on an as-converted basis). If any Holder would thus be entitled to include more shares than such Holder requested to be offered by Holders than registered, the fraction excess shall be allocated among the Selling Shareholders pro rata based upon their total ownership of similar reductions imposed on such other Persons other than shares of Common Stock of the Company over the amount of securities they intended to offer(calculated on an as-converted basis).

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if If the Company determines that at any time following the closing of the IPO13 proposes to register any of its securities it shall file a registration statement under the 1933 Act give notice (other than (i) in a demand or shelf registration under Section 2.3 or Section 2.4, as applicable, of this Agreement, (ii) in a registration statement relating solely to employee, director and consultant benefit plans; (iii) in a registration relating solely to a Rule 145 transaction; or (iv) in a registration relating to a corporate reorganization or other transaction on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely a foreign equivalent thereof) to the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice Holders of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registrationintention. Upon the written request of any Holder received by [(and, after the Company no later than first registration under this Section 2 in which Holders participate, also of the Founders)] given within twenty (20) days after the date receipt of the Company’s any such notice, the Company shall use commercially reasonable efforts to cause to be registered under the 1933 Act include in such registration all of the Registrable Stock that each Shares indicated in such request [(and, after the first registration under this Section 2 in which Holders participate, also shares so indicated by the Founders)], so as to permit the disposition of the shares so registered. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has so requested elected to be registeredinclude securities in such registration. IfNotwithstanding any other provision of this Section 2.2, in the written opinion of if the managing underwriter or underwriters (or, advises the Company in the case of writing that marketing factors require a non-underwritten offering, in the written opinion limitation of the placement agent, or if there is none, the Company), the total amount number of such securities shares to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offeringunderwritten, then the amount of Registrable Stock to be offered for the accounts of Holders there shall be reduced pro rata excluded from such registration and underwriting to the extent necessary to reduce satisfy such limitation, first shares held by shareholders other than the total amount Holders, then to the extent necessary, shares held by the Holders (pro rata to the respective number of securities Registrable Shares required by the Holders to be included in such offering to the recommended amountregistration); provided, however, that if securities are being offered for in any event all Registrable Shares must be included in such registration prior to any other shares of the account Company (with the exception of other Persons as well as shares to be issued by the CompanyCompany to the public); provided, such reduction shall not represent a greater fraction of further, that after the IPO, the number of Registrable Shares shall in no event be less than [ %] of the securities intended registered in such offering. 12 Typically, Founders are not granted registration rights, but in some instances it may be appropriate to grant them incidental registration rights under Section 2.2 (which would generally be offered by Holders than subordinate to the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offerInvestors' rights).

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty forty (3040) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholdersa) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which Whenever the Company proposes to file such a registration statement, which date shall be no earlier than thirty at any time and, from time to time (30) days from the date of a "REGISTRATION"), it will, prior to such noticefiling, and advising each Holder give written notice to Purchaser of its right intention to have Registrable Stock included in such registration. Upon do so and, upon the written request of any Holder received by the Company no later than twenty Purchaser, given within fifteen (2015) days after the date Company provides such notice (which request shall state the intended method of the Company’s noticedistribution of such shares), the Company shall use commercially reasonable its best efforts to cause all such shares which the Company has been requested to include by Purchaser, to be registered included in the Registration; provided, that the Company shall have the right to postpone or withdraw any Registration effected pursuant to this Section 5.2 without obligation to Purchaser. (b) In connection with any offering under this Section 5.2 involving an underwritten offering, if, in the 1933 Act all opinion of the Registrable Stock that each such Holder underwriters, inclusion of all, or part of, the shares which Purchaser has so requested to be registered. Ifincluded would materially or adversely affect such public offering, in then the written opinion Company may reduce the number of the managing underwriter or underwriters (orsuch shares to zero, in the case of a nonRegistration on Form S-1, and to 33 1/3% of the shares of Common Stock (calculated on an as-underwritten offeringconverted basis) issued, in the written case of all subsequent underwritten offerings. In addition, the Company shall not be required to include any such shares in such underwritten offering unless Purchaser thereof accept the terms of the offering as agreed upon between the Company and the underwriters selected by it, and execute and deliver an underwriting agreement, and then only in such quantity as will not, in the opinion of the placement agentunderwriters, or if there is none, jeopardize the success of the offering by the Company), as described above. If the total amount number of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities shares to be included in such the underwritten offering in accordance with the foregoing is less than the total number of shares which Purchaser has requested to the recommended amount; providedbe included, that if securities are being offered for the account of then Purchaser and other Persons as well as the Company, such reduction shall not represent a greater fraction holders of the number Common Stock entitled to include shares of securities intended Common Stock in such registration (together with Purchaser, the "SELLING SHAREHOLDERS") shall participate in the underwritten offering pro rata based upon their total ownership of shares of Common Stock of the Company (calculated on an as-converted basis). If Purchaser would thus be entitled to include more shares than Purchaser requested to be offered by Holders than registered, the fraction excess shall be allocated among the Selling Shareholders pro rata based upon their total ownership of similar reductions imposed on such other Persons other than shares of Common Stock of the Company over the amount of securities they intended to offer(calculated on an as-converted basis).

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if a) If the Company determines that it shall intends to file a registration statement under on Form ▇-▇, ▇-▇ or S-3 (or other appropriate form) for the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or of an offering of equity securities solely to with the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashSEC, at each such time the Company shall promptly give notify each Holder written of the holders of record of Registrable Securities at least 30 days prior to each such filing of the Company's intention to file such a registration statement, such notice shall state the number of shares of equity securities proposed to be registered thereby. If any holder of Registrable Securities notifies the Company within ten days after receipt of such determination setting forth the date on which notice from the Company proposes of its desire to file 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 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, which date 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 no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company shall use commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount number of securities to be included in such offering registration to an amount equal to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of Maximum Number. Such amount will be allocated pro rata in accordance with the number of securities intended proposed to be offered by Holders than each Piggyback Holder (including the fraction holders of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offerRegistrable Securities).

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty twenty (3020) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use its commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after If, at any time beginning September 1, 2008 provided no call right or put right under Article III of the date Stockholders' Agreement or no notice of Closing redemption under Article Fourth, Section B.(ii)(I) or (as defined in II) of the Merger Agreement)Amended and Restated Certificate of Incorporation has been delivered prior to March 1, if the Company determines that it shall file a registration statement under the 1933 Act 2006, Santera (other than a pursuant to Article II) proposes t▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ies under the 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 statement statements on a Form S-4 or Forms S-4, S-8 or filed in connection with an exchange offer or an offering of securities solely to another form not available for registering the Company’s existing stockholders) on any form that would also permit Stock for ▇▇▇▇ ▇▇ the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashpublic), at each such time the Company shall promptly it will give each Holder written notice of such determination setting forth to the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder Representative of its right intention so to have Registrable Stock included in such registrationdo. Upon the written request of any Holder the Representative, received by the Company no later than twenty Santera within thirty (2030) days after the date giving of any such notice by Santera, to register any of the Company’s noticeRegistrable Securities, the Company shall Santera will use its commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has Securities as to which registration shall have been so requested to be registered. If, included in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed covered by the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock registration statement proposed to be offered for the accounts of Holders shall be reduced pro rata filed by Santera, all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holders of securities Registrable Securities. In the event that any registration pursuant to this Article III shall be, in whole or in part, an underwritten public offering of Common Stock, the Registrable Securities to be included in such offering an underwriting may be reduced (pro rata among the selling stockholders according to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the total number of securities intended requested to be offered included therein by Holders than the fraction of similar reductions imposed on each such selling stockholder or in such other Persons other than proportion as shall be mutually agreed to by such selling stockholders) if and to the Company over extent that the amount managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities they intended to offerbe sold by Santera therein.

Incidental Registration. Commencing immediately after If, at any time following the date of Closing (as defined in the Merger Agreement)Effective Time, if the Company determines that it shall C Me Run proposes to file a registration statement Registration Statement other than the Shelf Registration Statement (an "Incidental Registration") under the 1933 Securities Act with respect to an offering of Common Stock (i) for its own account (other than a registration statement Registration Statement on a Form S-4 or S-8 (or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) any filing on any substitute form that would also permit may be adopted by the registration Commission for a transaction for which Form S-4 or S-8 is currently available)) or (ii) the account of the Registrable Stock and such filing is to be on its behalf and/or on behalf any holder of selling holders of its securities for the general registration of its Common Stock to be sold for cashStock, at each such time the Company C Me Run shall promptly give each Holder written notice of such determination setting forth proposed filing (including the proposed date on which thereof) to the Company proposes to file Holders as soon as practicable, but in any event not less than 30 days before the anticipated filing date and such registration statement, which date notice shall be no earlier than thirty (30) days from the date of such notice, and advising offer each Holder the opportunity to register such number of its right to have Registrable Stock included in Securities as such registrationHolder shall request. Upon the written request direction of any such Holder received (which direction shall specify the number of Registrable Securities intended to be disposed of by any Holder), given within 20 days following the receipt by the Company no later than twenty (20) days after the date Holders of the Company’s any such written notice, the Company C Me Run shall use commercially its reasonable best efforts to cause to be registered under the 1933 Securities Act all of the Registrable Stock Securities that each such Holder has so requested to be registered; provided, that, if C Me Run does not file such registration statement by the proposed filing date, C Me Run shall again comply with the notice provisions of this Section 2.02 prior to filing such registration statement. IfNotwithstanding anything contained herein, in if the written opinion lead underwriter of an offering involving an Incidental Registration notifies C Me Run that the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount inclusion of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed Securities would (i) at a materially and adversely affect the price reasonably related of the Common Stock to the then current market value of such securities, be offered or (ii) without otherwise materially and adversely affecting result in a greater amount of Common Stock being offered than the entire offeringmarket could reasonably absorb, then the amount number of Registrable Stock Securities to be offered for the accounts of registered by Holders shall be reduced pro rata to the extent necessary that, in the lead underwriter's reasonable judgment, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Common Stock proposed to reduce be issued by C Me Run. Any reduction in the total amount of securities a Holder's Registrable Securities to be included in an Incidental Registration shall be made on a pro rata basis with other holders of registration rights participating in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offerIncidental Registration.

Incidental Registration. Commencing immediately twelve (12) months after the ----------------------- date of Closing (as defined in the Merger Agreement)closing of all the Purchase Agreements, if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 S4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty forty (3040) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for -------- the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended intend to offer.. 8 -

Incidental Registration. Commencing immediately six (6) months after the date ----------------------- of Closing (as defined in the Merger closing of the Purchase Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty forty (3040) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, -------- that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if a) If the Company determines that it shall file a registration statement under the 1933 Act at any time (other than a registration statement on a Form S-4 pursuant to Section 3 or S-8 or filed in connection with an exchange offer or an offering of securities solely Section 5) proposes to the Company’s existing stockholders) on register any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities under the Securities Act for sale to the public, whether for its own account or for the general account of other security holders or both (except with respect to registration of its Common statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the Registerable Stock for sale to be sold for cashthe public), at each such time the Company shall promptly it will give each Holder written notice to all holders of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder outstanding Registerable Stock of its right intention to have Registrable Stock included in such registrationdo so. Upon the written request of any Holder such holder, received by the Company no later than twenty (20) within 15 days after the date giving of any such notice by the Company’s noticeCompany to register any of its Registerable Stock (which request shall state the intended method of disposition thereof), the Company will cause the Registerable Stock as to which registration shall use commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has have been so requested to be registered. If, included in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed covered by the maximum amount of registration statement proposed to be filed by the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holder (in accordance with its written request) of securities such Registerable Stock so registered. The Company shall be obligated to the Investor to register Registerable Stock of the Investor pursuant to this Section 4 on one occasion only; provided, however, that such obligation shall be deemed satisfied as to the Investor only when a registration statement covering all shares of Registerable Stock specified in notices from the Investor received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become and shall have remained effective as provided in this Agreement and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (b) In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registerable Stock to be included in such offering to an underwriting may be reduced (pro rata among the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of requesting holders based upon the number of shares of Registerable 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 intended to be offered sold by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over therein (including the amount of price at which such securities they intended to offer.can be sold), provided, however, that

Incidental Registration. Commencing immediately after (a) If, at any time following the date of Closing (as defined in the Merger Agreement)Offering Date, if the Company determines that it shall proposes to file a registration statement under the 1933 Securities Act with respect to an offering of its Class A Shares (i) for its own account (other than a registration statement on a Form S-4 or S-8 (or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any substitute form that would also permit may be adopted by the registration Commission)) or (ii) for the account of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling any holders of its securities for the general registration of its Common Stock Class A Shares (including any pursuant to be sold for casha demand registration), at each such time the Company shall promptly give each Holder written notice of such determination setting forth proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such noticeanticipated filing date), and advising such notice shall offer each Holder the opportunity to register such number of its right to have Registrable Stock included in such registrationShares as the Holder shall request. Upon the written request direction of any Holder, given within 20 days following the receipt by such Holder received of any such written notice (which direction shall specify the number of Registrable Shares intended to be disposed of by the Company no later than twenty (20) days after the date of the Company’s noticesuch Holder), the Company shall use commercially reasonable efforts to cause to include in such registration statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Shares as shall be registered under set forth in such notice. Notwithstanding anything contained herein, if the 1933 Act all lead underwriter of the Registrable Stock that each such Holder has so requested to be registered. If, in the an offering involving an Incidental Registration delivers a written opinion of to the managing underwriter or underwriters (or, in Company that the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount inclusion of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed Shares would (i) at a materially and adversely affect the price reasonably related of the Class A Shares to the then current market value of such securities, be offered or (ii) without otherwise materially and adversely affecting result in a greater amount of Class A Shares being offered than the entire offeringmarket could reasonably absorb, then the amount number of Registrable Stock Shares to be offered for the accounts of Holders registered by each party requesting Incidental Registration rights shall be reduced pro rata in proportion to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended originally requested to be offered registered by Holders than the fraction each of similar reductions imposed on such other Persons other than them. Nothing contained herein shall require the Company over to reduce the amount number of securities they intended Class A Shares proposed to offerbe issued by the Company. (b) No Incidental Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 3.01 hereof.

Incidental Registration. Commencing immediately after If, at any time or from time to time during a ----------------------- period of two years following the date of Closing (as defined in the Merger Agreement)Issue Date, if the Company determines that it shall propose to file with the Commission a registration statement (a "Registration Statement") under the 1933 Securities Act with respect to the proposed sale by the Company of shares of Common Stock (or securities exchangeable or convertible therefor) to an underwriter(s) for reoffering to the public (an "Underwritten Offering") (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer offering on Form S-4 or an offering Form S-8 or successor forms of securities solely to such registration statements under the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashSecurities Act), at each such time then the Company shall promptly in each case give written notice (the "Notice") of such proposed filing to the Holders not less than 30 days before the anticipated filing date, which shall offer to the Holders the opportunity to include in such Registration Statement such number of Registrable Shares as each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registrationmay request. Upon the written request of by any Holder received by the Company no later than twenty (20) given within 15 days after the date giving of the Company’s noticeNotice, the Company shall use commercially reasonable efforts include in any Registration Statement relating to cause to be registered under the 1933 Act Common Stock of the Company all or such portion of the Registrable Stock that each Shares as the Holders may request. Neither the delivery of the Notice by the Company nor of such request by the Holders shall obligate the Company to file such Registration Statement and, notwithstanding the filing of such Registration Statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which such Registration Statement relates, without liability or obligation to the Holders. As a condition to any Holder including any Registrable Shares in any Registration Statement pursuant to this Section 2, such Holder has so requested agrees to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount effect sales of such securities to be so registered, including such Registrable Stock, will exceed Shares thereunder solely under the maximum amount plan of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered distribution established by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offerand set forth therein.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Subscription Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if If the Company determines that it shall file a registration statement under the 1933 Act at any time (other than a registration statement on a Form S-4 pursuant to Section 4 or S-8 or filed in connection with an exchange offer or an offering of securities solely Section 6) proposes to the Company’s existing stockholders) on register any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities under the Securities Act for sale to the public, whether for its own account or for the general account of other security holders or both (except with respect to registration of its Common statements on Forms S-4, ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to be sold for cashthe public), at each such time the Company shall promptly it will give each Holder written notice to all holders of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder outstanding Restricted Stock of its right intention so to have Registrable Stock included in such registrationdo. Upon the written request of any Holder such holder, received by the Company no later than twenty (20) within 30 days after the date giving of any such notice by the Company’s notice, to register any of its Restricted Stock, the Company shall will use commercially reasonable its best efforts to cause the Restricted Stock as to be registered under the 1933 Act all of the Registrable Stock that each such Holder has which registration shall have been so requested to be registered. If, included in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed covered by the maximum amount of registration statement proposed to be filed by the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holder of securities 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 to be included in such offering an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the recommended amount; providedextent 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 securities any shares are being offered to be included in such underwriting for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons any person other than the Company over or requesting holders of Restricted Stock, and PROVIDED, FURTHER, however, that in no event may less than one-fifth of the amount total number of securities they intended shares of Common Stock to offerbe 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. Commencing immediately after After (i) receipt by 24/7 of a written request from one or more parties to registration rights agreements to which 24/7 is a party on the date of Closing hereof (as defined in the Merger Agreement"Existing Holders"), if requesting that 24/7 effect the Company determines that it shall file a registration statement of shares of 24/7 Common Stock under the 1933 Securities Act (a "Registration Request") or (ii) 24/7 proposes (but without obligation to do so) to register any of its stock under the Securities Act in connection with a public offering of such securities solely for cash (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to Form S-4) (a "Company Registration"), 24/7 shall promptly notify the Company’s existing stockholders) on any form that would also permit the registration shareholders of the Registrable Stock Company in writing of the receipt of such Registration Request or the Company Registration and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder shareholders may elect (by written notice of such determination setting forth the date on which the Company proposes sent to file such registration statement, which date shall be no earlier than thirty (30) 24/7 within five days from the date of such notice, and advising each Holder shareholder's receipt of its right the aforementioned notice from 24/7) to have Registrable all or any of the 24/7 Common Stock owned by the shareholders of the Company (the "Shareholder's Shares") included in such registrationregistration thereof pursuant to this Section 14(a). Upon the written request If a managing underwriter of any Holder received by the Company no later than twenty (20) days after the date of the Company’s noticeproposed underwritten public offer ing shall advise 24/7 in writing that, in its opinion, the Company shall use commercially reasonable efforts distribution of Shareholder's Shares requested to cause be included in a registration statement concurrently with any securities being registered by 24/7 would materially and adversely affect the distribution by 24/7, 24/7 may limit the number (to zero if necessary) of Shareholder's Shares to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary order to reduce the total amount number of securities to be included shares in such offering registration to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of shares recommended by the underwriter. 24/7 shall have no obligation under this Section 14(a) to make any offering of its securities, or to complete an offering of its securities intended that it proposes to be offered by Holders than the fraction register, and shall incur no liability to any shareholder of similar reductions imposed on such other Persons other than the Company over for its failure to do so. Notwithstanding the amount foregoing, such shareholders' rights to registration granted in this Section 14(a) are junior to and subject to any superior registration rights of securities they intended to offerExisting Holders.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholdersa) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which Whenever the Company proposes to file such a registration statement, which date shall be no earlier than thirty at any time and from time to time (30) days from a "REGISTRATION"), it will, prior to such filing, give written notice to the date of such notice, and advising each Holder Holders of its right intention to have Registrable Stock included in such registration. Upon do so and, upon the written request of any Holder received by the Company no later than twenty Holder, given within fifteen (2015) days after the date Company provides such notice (which request shall state the intended method of the Company’s noticedistribution of such shares), the Company shall use commercially reasonable its best efforts to cause all such shares which the Company has been requested to include by any Holder, to be registered included in the Registration; provided, that the Company shall have the right to postpone or withdraw any Registration effected pursuant to this Section 5.2 without obligation to any Holder; and provided, further, that the Company shall not be required to file more than two (2) Registrations with respect to Registrable Shares. (b) In connection with any offering under this Section 5.2 involving an underwritten offering, if, in the 1933 Act all opinion of the Registrable Stock that each such underwriters, inclusion of all, or part of, the shares which any Holder has so requested to be registered. Ifincluded would materially or adversely affect such public offering, in then the written opinion Company may reduce the number of the managing underwriter or underwriters (orsuch shares to zero, in the case of a nonRegistration on Form S-1, and to 33 1/3% of the shares of Common Stock (calculated on an as-underwritten offeringconverted basis) issued, in the written case of all subsequent underwritten offerings. In addition, the Company shall not be required to include any such shares in such underwritten offering unless the Holders thereof accept the terms of the offering as agreed upon between the Company and the underwriters selected by it, and execute and deliver an underwriting agreement, and then only in such quantity as will not, in the opinion of the placement agentunderwriters, or if there is none, jeopardize the success of the offering by the Company), as described above. If the total amount number of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities shares to be included in such the underwritten offering in accordance with the foregoing is less than the total number of shares which the Holders have requested to be included, then the recommended amount; provided, that if securities are being offered for the account of Holders who have requested registration and other Persons as well as the Company, such reduction shall not represent a greater fraction holders of the number Common Stock entitled to include shares of securities intended Common Stock in such registration (together with the Holders, the "SELLING SHAREHOLDERS") shall participate in the underwritten offering pro rata based upon their total ownership of shares of Common Stock of the Company (calculated on an as-converted basis). If any Holder would thus be entitled to include more shares than such Holder requested to be offered by Holders than registered, the fraction excess shall be allocated among the Selling Shareholders pro rata based upon their total ownership of similar reductions imposed on such other Persons other than shares of Common Stock of the Company over the amount of securities they intended to offer(calculated on an as-converted basis).

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if If at any time the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty forty (3040) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if If the Company determines that it shall file a registration statement under the 1933 Act at any time (other than a registration statement on a Form S-4 pursuant to Section 4 or S-8 or filed in connection with an exchange offer or an offering of securities solely Section 6) proposes to the Company’s existing stockholders) on register any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities under the Securities Act for sale to the public, whether for its own account or for the general account of other security holders or both (except with respect to registration of its Common statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to be sold for cashthe public), at each such time the Company shall promptly it will give each Holder written notice to all holders of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder outstanding Restricted Stock of its right intention so to have Registrable Stock included in such registrationdo. Upon the written request of any Holder such holder, received by the Company no later than twenty (20) within 30 days after the date giving of any such notice by the Company’s notice, to register any of its Restricted Stock, the Company shall will use commercially reasonable its best efforts to cause the Restricted Stock as to be registered under the 1933 Act all of the Registrable Stock that each such Holder has which registration shall have been so requested to be registered. If, included in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed covered by the maximum amount of registration statement proposed to be filed by the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holder of securities 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 to be included in such offering an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the recommended amount; extent that the managing underwriter shall be of the opinion that such inclusion would materially 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 securities any shares are being offered to be included in such underwriting for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons any person other than the Company over or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than thirty-five percent (35%) of the amount total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock unless the managing underwriter shall in good faith advise the holders proposing to distribute their securities they intended through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to offercomplete the offering and shall specify the number of shares of Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if If the Company determines that it shall file a registration statement under the 1933 Act at any time (other than a registration statement on a Form S-4 pursuant to Section 4 or S-8 or filed in connection with an exchange offer or an offering of securities solely Section 6) proposes to the Company’s existing stockholders) on register any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities under the Securities Act for sale to the public, whether for its own account or for the general account of other security holders or both (except with respect to registration of its Common statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to be sold for cashthe public), at each such time the Company shall promptly it will give each Holder written notice to all holders of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder outstanding Restricted Stock of its right intention so to have Registrable Stock included in such registrationdo. Upon the written request of any Holder such holder received by the Company no later than twenty within thirty (2030) days after the date giving of any such notice by the Company’s noticeCompany to register any of its Restricted Stock, the Company shall will use commercially reasonable its best efforts to cause the Restricted Stock as to be registered under the 1933 Act all of the Registrable Stock that each such Holder has which registration shall have been so requested to be registered. If, included in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed covered by the maximum amount of registration statement proposed to be filed by the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holder (in accordance with such written request) of securities 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, the number of shares of Restricted Stock to be included in such offering an underwriting may be reduced (PRO RATA among the requesting holders based upon the number of shares of Restricted Stock held by such requesting holders) if and to the recommended amountextent 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; providedPROVIDED, HOWEVER, that such reduction has been applied first to the holders of Class B Common Stock (other than the Series A Investors, Series B Investors, Series C Investors and Series D Investors), the Founders and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (but only with respect to his Non-Conversion Shares) requested to be included and then to the Investor Restricted Stock requested to be included by the Series A Investors, Series B Investors, Series C Investors and Series D Investors, in such manner that the shares to be sold shall be allocated among them PRO RATA based on their ownership of Investor Restricted Stock; and PROVIDED, FURTHER, that such number of shares of Investor Restricted Stock to be sold by the Series A Investors, Series B Investors, Series C Investors and Series D Investors shall not be reduced if securities any shares are being offered to be included in such underwriting for the account of any person other Persons as well as than the Company, such reduction shall not represent a greater fraction of the number of securities intended Founders, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (but only with respect to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than Non-Conversion Shares) or requesting Investors holding Investor Restricted Stock. Notwithstanding the foregoing provisions, the Company over may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the amount holders of securities they intended to offerRestricted Stock.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the REGISTRATION RIGHTS AGREEMENT 27 total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if If the Company determines that it shall file a registration statement under the 1933 Act at any time (other than a registration statement on a Form S-4 ----------------------- pursuant to Section 4 or S-8 or filed in connection with an exchange offer or an offering of securities solely Section 6) proposes to the Company’s existing stockholders) on register any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities under the Securities Act for sale to the public, whether for its own account or for the general account of other security holders or both (except with respect to registration of its Common statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to be sold for cashthe public), at each such time the Company shall promptly it will give each Holder written notice to all holders of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder outstanding Restricted Stock of its right intention so to have Registrable Stock included in such registrationdo. Upon the written request of any Holder such holder, received by the Company no later than twenty (20) within 15 days after the date giving of any such notice by the Company’s notice, to register any of its Restricted Stock, the Company shall will use commercially reasonable its best efforts to cause the Restricted Stock as to be registered under the 1933 Act all of the Registrable Stock that each such Holder has which registration shall have been so requested to be registered. If, included in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed covered by the maximum amount of registration statement proposed to be filed by the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holder of securities 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 to be included in such offering an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the recommended amountextent 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 securities any shares are being offered to be included in such underwriting -------- ------- for the account of any person other Persons as well as than the CompanyCompany or requesting holders of Restricted Stock, such reduction shall not represent be pro rata among those so included; and provided, further, however, that in no event may less than a greater fraction of the pro rata number of securities intended -------- ------- ------- the total number of shares of Common Stock to be offered by Holders than included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the fraction of similar reductions imposed on such other Persons other than foregoing provisions, the Company over may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the amount holders of securities they intended to offerRestricted Stock.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement)If, if at any time, the Company determines that it shall file a registration statement proposes to register shares of Common Stock or securities convertible into or exercisable for Common Stock under the 1933 Securities Act (other than pursuant to a registration statement on a Form S-4 or S-8 or any successor form, or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any form that would also permit the registration shareholders or employees of the Registrable Stock and such filing is to be on Company), whether for sale for its behalf and/or on behalf of selling holders of its securities own account or for the general account of any other person holding registration rights with respect to the securities of its Common Stock to be sold for cashthe Company, at each such time then the Company shall promptly give each Holder written notice of such determination setting forth proposed registration to the Holder at least thirty days before the anticipated filing date on which the Company proposes to file of such registration statementstatement which notice shall describe the material terms of the proposed registration, which date and such notice shall be offer the Holder the opportunity to register such number of shares of Registrable Stock as the Holder may request. As promptly as practicable (but no earlier later than thirty (3015 days) days from after the date provision of such notice, and advising each the Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of shall so notify the Company’s notice, and the Company shall use commercially reasonable diligent best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, of any proposed underwritten offering pursuant to such registration statement to permit such to include such Registrable Stock in such offering on the case of a non-underwritten offering, in the written opinion same terms and conditions as any similar securities of the placement agentCompany included therein; PROVIDED, HOWEVER, that if the managing underwriter or if there is none, underwriters of any such public offering delivers an opinion to the Company), Holder that the total amount of such securities Registrable Stock which the Holder proposes to be so registered, including such Registrable Stock, will exceed include in the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related offering when added to the then current market value of securities being sold by the Company and any other persons or entities, in any such securitiespublic offering, or (ii) without otherwise is such as to materially and adversely affecting affect the entire success of any such public offering, then the amount of Registrable Stock to be offered for the accounts account of Holders the Holder proposed to be included in any such public offering shall be reduced pro rata or limited to the extent necessary to reduce the total amount of securities Registrable Stock to be included in any such public offering to the amount recommended amount; by such managing underwriter, provided, that if securities are being offered for the account of other Persons as well as the Company, no such reduction shall not represent a greater fraction may reduce the amount of Registrable Stock being sold by the Holder to less than the lesser of: (i) twenty percent (20%) of the number of securities intended to be offered shares being sold in such offering by Holders than the fraction of similar reductions imposed on such other Persons entities other than the Company over or entities exercising demand registration rights; or (ii) the amount number of Shares requested to be registered by the Holder. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities they intended excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to offerninety (90) days after the effective date of the registration statement relating thereto. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Holder, (i) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of a determination to delay such registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock. The Company agrees that it shall not grant incidental or "piggyback" registration rights superior to those held by the Holder, without the consent of the Holder.

Incidental Registration. Commencing immediately after (a) If, at any time prior to the date maturity of Closing (as defined in the Merger Agreement)Debentures, if the Company determines that it shall file a registration statement determine to register under the 1933 Securities Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration shares of its Common Stock to be sold offered for cashcash by it or others, at each pursuant to a registration statement on Form S-1 (or its equivalent if such time form is not in effect or on an alternative form if such alternative form is then authorized for the sale to the general public of the Company's securities), the Company shall will (i) promptly give each Holder written notice of its intention to file such determination setting forth registration statement to the holders of the Debentures and each holder of Common Stock, if any, which has been issued upon conversion of any of the Debentures (collectively, the "Holders"), and (ii) subject to the provisions of subsections (b) and (c), below, include among the shares covered by the registration statement such portion of the shares of Common Stock issued or issuable upon the conversion of any of the Debentures (the "Shares") as shall be specified in a written request given to the Company by the Holders within 30 days after the date on which the Company proposes gave such written notice. (b) Upon receipt of any written request described in Section 13.01(a) above, but subject to file the provisions hereof and of Section 13.01(c) below, the Company shall: (i) use its best efforts within reason to effect the registration, qualification or compliance under the Securities Act and under other applicable federal law and any applicable securities or "blue sky" laws of jurisdictions within the United States of the Shares specified in the request (the Holders and any other holders of the Company's Common Stock who are entitled hereunder or otherwise to request registration of any shares of the Company's Common Stock are in this Section 13.01 individually called a "Selling Shareholder" and collectively, the "Selling Shareholders"); provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not so qualified or to take any action that would subject it to tax or the service of process (other than process in connection with such registration) in any jurisdiction where it is not subject thereto, nor shall the Company be required to include the Shares among the securities covered by the registration statement if (A) less than 50% of the Holders have joined in such request and the requests of the Holders cover shares of the Company's Common Stock issued or issuable upon conversion of the Debentures having an aggregate value of less than $1,000,000, based upon the average closing bid price of the Company's Common Stock as reported on Nasdaq, or the closing sale price of the Common Stock on any national stock exchange on which it may then be traded, for the ten consecutive days immediately preceding the date on which the notice specified by Section 13(a)(i) above is given; or (B) the Board of Directors of the Company determines in good faith that including shares of Common Stock held by any Selling Shareholder among the securities covered by the registration statement would have a materially detrimental effect on the proposed offering and would therefore not be in the best interests of the Company; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement filed under the Securities Act (including each preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholders may reasonably request in order to facilitate the disposition of the Common Stock held by them which is covered by the registration statement; and (iii) notify each Selling Shareholder, at any time when a prospectus relating to such Common Stock is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus in the registration statement, which date shall as then in effect, includes an untrue statement of a material fact or omit to state any material fact required to be no earlier than thirty (30) days from stated therein or necessary to make the date statements therein not misleading, and at the request of the Selling Shareholders prepare and furnish to them any reasonable number of copies of any supplement to or amendment of such noticeprospectus as may be necessary so that, as thereafter delivered, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) The Company alone shall determine and control all decisions concerning any registration of the Company's securities which might give rise to the registration rights granted hereunder, including any registration in which Shares of any Selling Shareholder are to be included. The Corporation's exclusive right to make decisions shall include, without limitation, the decision as to whether to use underwriters, the selection of underwriters and arrangements therewith, the size, timing and other terms of any offering, the provisions of the registration statements and prospectuses and all supplements and amendments thereto, the selection of accountants and attorneys for the Company, and advising the states in which the sale of shares shall occur and be registered or qualified for sale. If the offering registered by the Company is to be underwritten, each Holder Selling Shareholder shall sell all shares of its right to have Registrable Common Stock included in such registration. Upon the written request of any Holder received registration statement to or through the underwriter or underwriters selected by the Company no later than twenty (20) days after on the date same terms and conditions provided in any underwriting agreement entered into therewith by the Company, and shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Notwithstanding anything to the contrary hereunder, if the underwriter or underwriters selected by the Company reasonably determine that all or any portion of the Company’s noticeshares of Common Stock held by the Selling Shareholders should not be included in the registration statement, the determination of the underwriter or underwriters shall be conclusive; provided, however, that if such underwriter or underwriters determine that some but not all of the shares of Common Stock of the Selling Shareholders shall be included in the registration statement, the number of shares owned by each Selling Shareholder to be included in the registration statement will be proportionately reduced in accordance with their respective aggregate holdings of Common Stock. In no event shall the Company be required to reduce or limit the number of newly to be issued shares of its Common Stock to be covered by any registration statement for the purpose of permitting the Shares of any Selling Shareholder to be included in the registration. (d) The Company shall use commercially reasonable efforts not be obligated to cause give notice of or include Shares held by any subscriber hereunder in more than two registration statements to be filed by the Company, exclusive of (i) any registration statement as to which a request for inclusion has been rejected in full under subsection 13.01(b) or as to Shares requested to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. Ifsubsection 13.01(c) hereof, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting registration statements filed on Form S-3 if such Form is then available to the entire offering, then Company for the amount registration of Registrable Common Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included public for cash, and (iii) a registration effected as provided in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.Section 13.02

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholdersa) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which Whenever the Company proposes to ----------------------- file such a registration statement, which date shall be no earlier than thirty at any time and from time to time (30) days from a "Registration"), it will, prior to such filing, give written notice to the date of such notice, and advising each Holder Holders of its right intention to have Registrable Stock included in such registration. Upon do so and, upon the written request of any Holder received by the Company no later than twenty Holder, given within fifteen (2015) days after the date Company provides such notice (which request shall state the intended method of the Company’s noticedistribution of such shares), the Company shall use commercially reasonable its best efforts to cause all such shares which the Company has been requested to include by any Holder, to be registered included in the Registration; provided, that the Company shall have the right to postpone or withdraw any -------- Registration effected pursuant to this Section 5.2 without obligation to any ----------- Holder; and provided, further, that the Company shall not be required to file ----------------- more than two (2) Registrations with respect to Registrable Shares. (b) In connection with any offering under this Section 5.2 ----------- involving an underwritten offering, if, in the 1933 Act all opinion of the Registrable Stock that each such underwriters, inclusion of all, or part of, the shares which any Holder has so requested to be registered. Ifincluded would materially or adversely affect such public offering, in then the written opinion Company may reduce the number of the managing underwriter or underwriters (orsuch shares to zero, in the case of a nonRegistration on Form S-1, and to 33 1/3% of the shares of Common Stock (calculated on an as-underwritten offeringconverted basis) issued, in the written case of all subsequent underwritten offerings. In addition, the Company shall not be required to include any such shares in such underwritten offering unless the Holders thereof accept the terms of the offering as agreed upon between the Company and the underwriters selected by it, and execute and deliver an underwriting agreement, and then only in such quantity as will not, in the opinion of the placement agentunderwriters, or if there is none, jeopardize the success of the offering by the Company), as described above. If the total amount number of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities shares to be included in such the underwritten offering in accordance with the foregoing is less than the total number of shares which the Holders have requested to be included, then the recommended amount; provided, that if securities are being offered for the account of Holders who have requested registration and other Persons as well as the Company, such reduction shall not represent a greater fraction holders of the number Common Stock entitled to include shares of securities intended Common Stock in such registration (together with the Holders, the "Selling Shareholders") shall participate in the underwritten offering pro rata based upon their total ownership of shares of Common Stock of the Company (calculated on an as-converted basis). If any Holder would thus be entitled to include more shares than such Holder requested to be offered by Holders than registered, the fraction excess shall be allocated among the Selling Shareholders pro rata based upon their total ownership of similar reductions imposed on such other Persons other than shares of Common Stock of the Company over the amount of securities they intended to offer(calculated on an as-converted basis).

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement)a) If, if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashone or more occasions, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file register its Shares under the Securities Act of 1933, as amended (the "Securities Act"), by registration on Forms S-1, ▇-▇, ▇-▇, ▇▇-▇ ▇▇ SB-2, or any successor, or similar form(s), whether or not for sale for its own account, it will each such registration statement, which date time give prompt written notice to the Purchaser of its intention to do so. The Purchaser shall be no earlier than thirty (entitled pursuant to the provisions of this Section 6.4 to request the registration of up to 30) days from the date % of such notice, and advising each Holder of its right to have Registrable Stock included in such registrationhis Non-Escrow Shares. Upon the written request of the Purchaser made as promptly as practicable and in any Holder received by the Company no later than twenty (20) event within 20 days after the receipt of any such notice (which request shall specify the Purchased Shares intended to be included by the Purchaser in such registration), the Company will use its best efforts to effect the registration under the Securities Act of a number of Purchased Shares not to exceed 30% of the Non-Escrow Shares which the Company has been so requested to register; provided, however, that if, at any time after giving written notice of its intention to register any Non-Escrow Shares and prior to the effective date of the Company’s noticeregistration statement filed in connection with such registration, the Company shall use commercially reasonable efforts determine for any reason to cause delay or not to complete the registration of the Company's Shares in which Purchased Shares were to be registered under included pursuant to this Section 6.4(a). The Company may, at its election, give written notice of such determination to the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters Purchaser and (or, i) in the case of a nondetermination not to register, shall be relieved of its obligation to register any Non-underwritten offeringEscrow Shares in connection with such registration, without prejudice, however, to the rights of the Purchaser hereunder, and (ii) in the written opinion case of a determination to delay registering, shall be permitted to delay registering any Non-Escrow Shares for the same period as the delay in registering such other securities; and provided further that, subsequent to the Registered Offering, the Company shall not be required to register pursuant to this Section 6.4(a) Purchased Shares that are then eligible for resale pursuant to Rule 144 under the Securities Act. For purposes of this Section 6.4, the term "Non-Escrow Shares" will be deemed to include all shares issued on or in respect of the placement agentPurchased Shares as a result of a stock split, stock dividend or if there is noneotherwise. The rights of the Purchaser under this Section 6.4 shall be pari passu with, but not superior to, any other registration rights outstanding in regard to the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount capital stock of the Company’s securities which can be marketed (i) at a price reasonably related . Any underwriters' discounts and commissions with respect to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders Purchased Shares shall be reduced pro rata allocated to and paid by the extent necessary to reduce Purchaser based on the total amount number of securities Non-Escrow Shares registered. The Purchaser shall pay for all of the fees and expenses of counsel retained by him. (b) If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Shares requested to be included in such offering registration would materially adversely affect such offering, then the Company will include in such registration, to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction extent of the number of securities intended which the Company is so advised can be sold in (or during the time of) such offering, first, all Shares proposed by the Company to be offered sold for its own account and second, such Shares requested to be included in such registration pro rata among the requesting holders according to the total number of Shares requested by Holders than such holders. (c) If and whenever the fraction Company is required to use its best efforts to effect the registration of similar reductions imposed on any Shares under the Securities Act as provided in Section 6.4(a), the Company will as soon as practicable: (i) prepare and (within 60 days after the end of the Company's fiscal quarter within which requests for registration may be given to the Company or 90 days in the case of the Company's fourth fiscal quarter) file with the Securities and Exchange Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective; (ii) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares covered by such registration statement until the earlier of such time as all of such Shares shall have been disposed and 45 days after the effective date of the registration statement; (iii) furnish to the Purchaser such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, as the Purchaser may reasonably request; (iv) use its best efforts (x) to register or qualify all of the Shares covered by such registration statement under such other Persons securities or blue sky laws of the State of Florida and such other than States of the United States of America where an exemption is not available and as a majority of the sellers of Shares covered by such registration statement shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (z) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company over shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the amount requirements of securities they intended this subclause (iv) be obligated to offerbe so qualified, to consent to general service of process in any such jurisdiction or to subject itself to taxation in any such jurisdiction; and (v) use its best efforts to cause all Shares covered by such registration statement to be registered with or approved by such other Federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the sellers of Shares to enable the sellers thereof to consummate the disposition of such Shares. The Company may require the Purchaser to furnish to the Company such information regarding the Purchaser and the distribution of his Purchased Shares as the Company may from time to time reasonably request in writing.

Incidental Registration. Commencing immediately twelve (12) months after the Offering's termination date of Closing (as defined described in the Merger AgreementUnit Offering Letter), if the Company determines that it shall will file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Investor Agreement)) and prior to August 31, 1999, if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty twenty (3020) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. In the event such an offering is underwritten, each such Holder's right to include its Registrable Stock in such registration shall be conditioned upon such Holder's participation in such underwritten offering on the same terms as provided in Section 2(b) above. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after If, at any time following the date of Closing (as defined in the Merger Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any form that would also permit the registration completion of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashTransactions, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statementa Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock, which date the Company shall be no earlier than thirty (30) days from the date give written notice of such noticeproposed filing to the Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and advising each such notice shall offer the Holder the opportunity to register such number of its right to have Registrable Stock included in such registrationSecurities as the Holder shall request. Upon the written request direction of the Holder, given within 20 days following the receipt by the Holder of any Holder received such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by the Company no later than twenty (20) days after the date of the Company’s noticeHolder), the Company shall use commercially reasonable efforts to cause to include in such Registration Statement (an "Incidental Registration") such number of Registrable Securities as shall be registered under set forth in such notice. Notwithstanding anything contained herein, if the 1933 Act all lead underwriter of the Registrable Stock that each such Holder has so requested to be registered. If, in the an offering involving an Incidental Registration delivers a written opinion of to the managing underwriter or underwriters (or, in Company that the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount inclusion of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed Securities would (i) at a materially and adversely affect the price reasonably related of the Company Common Stock to the then current market value of such securities, be offered or (ii) without otherwise materially and adversely affecting result in a greater amount of Company Common Stock being offered than the entire offeringmarket could reasonably absorb, then the amount number of Registrable Stock Securities to be offered for registered by the accounts of Holders Holder shall be reduced pro rata to the extent necessary that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock proposed to be issued by the Company. Nothing contained herein shall require the Company to reduce the total amount number of securities shares of Company Common Stock proposed to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as issued by the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after (a) If, any time following the date hereof and for a period of Closing ten (as defined in 10) years from the Merger Agreement), if date hereof the Company determines that it shall proposes to file a registration statement under the 1933 Securities Act with respect to an offering of its Class A Shares (i) for its own account (other than a registration statement on a Form S-4 or S-8 (or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any substitute form that would also permit may be adopted by the registration Commission)) or (ii) for the account of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling any holders of its securities for the general registration of its Common Stock Class A Shares (including any pursuant to be sold for casha demand registration), at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes proposed filing to file such registration statement, which date shall be no earlier each Holder as soon as practicable (but in any event not less than thirty (30) days from before the date of such noticeanticipated filing date), and advising such notice shall offer each Holder the opportunity to register such number of its right to have Registrable Stock included in such registrationShares as the Holder shall request. Upon the written request direction of any Holder received by the Company no later than Holder, given within twenty (20) days after following the date receipt by such Holder of any such written notice (which direction shall specify the Company’s noticenumber of Registrable Shares intended to be disposed of by such Holder), the Company shall use commercially reasonable efforts to cause to include in such registration statement (an "INCIDENTAL REGISTRATION" and, collectively with a Demand Registration, a "REGISTRATION") such number of Registrable Shares as shall be registered under set forth in such notice. Notwithstanding anything contained herein, if the 1933 Act all lead underwriter of the Registrable Stock that each such Holder has so requested to be registered. If, in the an offering involving Incidental Registration delivers a written opinion of to the managing underwriter or underwriters (or, in Company that the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount inclusion of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed Shares would (i) at a materially and adversely affect the price reasonably related of the Class A Shares to the then current market value of such securities, be offered or (ii) without otherwise materially and adversely affecting result in a greater amount of Class A Shares being offered than the entire offeringmarket could reasonably absorb, then the amount number of Registrable Stock Shares to be offered for the accounts of Holders registered by each party requesting Incidental Registration rights shall be reduced pro rata in proportion to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended originally requested to be offered registered by Holders than the fraction each of similar reductions imposed on such other Persons other than them. Nothing contained herein shall require the Company over to reduce the amount number of securities they intended Class A Shares proposed to offerbe issued by the Company. (b) No Incidental Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the company of its obligations to effect a Demand Registration upon request as provided under Section 3.01 hereof.

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Stock Purchase Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company shall use commercially reasonable its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after If, at any time or from time to time ----------------------- during a period of three years following the date of Closing (as defined in the Merger Agreement)Issue Date, if the Company determines that it shall propose to file a registration statement under (a "Registration Statement") with the 1933 Act Commission with respect to the proposed sale by the Company of shares of its Common Stock (or securities exchangeable or convertible therefor) to an underwriter(s) for reoffering to the public (an "Underwritten Offering") (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer offering on Form S-4 or an offering Form S-8 or successor forms of securities solely to such registration statements under the Company’s existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashAct), at each such time then the Company shall promptly in each case give written notice (the "Notice") of such proposed filing to the Holders not less than 30 days before the anticipated filing date, which shall offer to the Holders the opportunity to include in such Registration Statement such number of Registrable Shares as each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registrationmay request. Upon the written request of by any Holder received by the Company no later than twenty (20) given within 15 days after the date giving of the Company’s noticeNotice, the Company shall use commercially reasonable efforts include in any Registration Statement relating to cause to be registered under the 1933 Act Common Stock of the Company all or such portion of the Registrable Stock that each Shares as the Holders may request. Neither the delivery of the Notice by the Company nor of such request by the Holders shall obligate the Company to file such Registration Statement and, notwithstanding the filing of such Registration Statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which such Registration Statement relates, without liability or obligation to the Holders. As a condition to any Holder including any Registrable Shares in any Registration Statement pursuant to this Section 2, such Holder has so requested agrees to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount effect sales of such securities to be so registered, including such Registrable Stock, will exceed Shares thereunder solely under the maximum amount plan of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered distribution established by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offerand set forth therein.

Incidental Registration. Commencing immediately after the date If, at any time or from time to time during a period of Closing (as defined in two years following the Merger Agreement)Date, if the Company determines that it shall propose to file a registration statement under (a "Registration Statement") with the 1933 Act Commission with respect to the proposed sale by the Company of shares of its Common Stock (or securities exchangeable or convertible therefor) to an underwriter(s) for reoffering to the public (an "Underwritten Offering") (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer offering on Form S-4 or an offering Form S-8 or successor forms of securities solely to such registration statements under the Company’s existing stockholdersAct) on any form that would also permit and the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashShelf Registration has not been declared effective, at each such time then the Company shall promptly in each case give written notice (the "Notice") of such proposed filing to the Holders not less than 30 days before the anticipated filing date, which shall offer to the Holders the opportunity to include in such Registration Statement such number of Registrable Shares as each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registrationmay request. Upon the written request of by any Holder received by the Company no later than twenty (20) given within 15 days after the date giving of the Company’s noticeNotice, the Company shall use commercially reasonable efforts include in any Registration Statement relating to cause to be registered under the 1933 Act Common Stock of the Company all or such portion of the Registrable Stock that each Shares as the Holders may request. Neither the delivery of the Notice by the Company nor of such request by the Holders shall obligate the Company to file such Registration Statement and, notwithstanding the filing of such Registration Statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which such Registration Statement relates, without liability or obligation to the Holders. As a condition to any Holder including any Registrable Shares in any Registration Statement pursuant to this Section 2, such Holder has so requested agrees to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount effect sales of such securities to be so registered, including such Registrable Stock, will exceed Shares thereunder solely under the maximum amount plan of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered distribution established by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offerand set forth therein.

Incidental Registration. Commencing immediately after (a) If the date Corporation at any time proposes to register on a firmly underwritten public offering basis any of Closing (as defined in the Merger Agreement), if the Company determines that it shall file a registration statement under the 1933 Act its shares of Class A Common Stock to be offered for cash for its own account pursuant thereto (other than a registration requested pursuant to registration rights held by other shareholders), it shall give written notice (the "Corporation's Notice"), at its expense, to all holders of Registrable Stock of its intention to do so at least 15 days prior to the filing of a registration statement on a Form S-4 with respect to such registration with the Commission. If any holder of Registrable Stock desires to dispose of all or S-8 or filed part of such stock, it may request registration thereof in connection with an exchange offer or an offering of securities solely the Corporation's registration by delivering to the Company’s existing stockholders) on any form that would also permit the registration Corporation, within ten days after receipt of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashCorporation's Notice, at each such time the Company shall promptly give each Holder written notice of such determination setting forth request (the date on which "Holder's Notice") stating the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date number of such notice, and advising each Holder shares of its right to have Registrable Stock included in such registrationto be disposed. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company The Corporation shall use commercially reasonable its best efforts to cause all shares of Class A Common Stock specified in the Holder's Notice to be registered under the 1933 Act all so as to permit the sale or other disposition by such holder or holders of the shares so registered, subject however, to the limitations set forth in Section 12.3 hereof. (b) Notwithstanding anything to the contrary contained in this Section 12.2, no person (as defined, for these purposes, in Rule 144(a)(2) of the Commission under the ▇▇▇▇ ▇▇▇) who then beneficially owns one percent (1%) or less of the outstanding shares of the Class A Common Stock (including the Registrable Stock) may request that any of its shares of Registrable Stock that each such Holder has so requested be included in any registration statement filed by the Corporation pursuant to be registered. Ifthis Section 12.2 unless, in the written opinion of the managing underwriter or underwriters (orcounsel for such person, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount person's intended disposition of Registrable Stock to could not be offered effected within 90 days of the date of said opinion without registration of such shares under the Securities Act (assuming, for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; providedthis purpose, that if securities are being offered for the account of other Persons "current public information" (as well as the Company, such reduction shall not represent a greater fraction defined in Rule 144 (c) of the number Commission under the ▇▇▇▇ ▇▇▇) is available with respect to the Corporation as of securities intended to be offered by Holders than the fraction date of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offeropinion, it will remain so available for such 90-day period).

Incidental Registration. Commencing immediately after the date of Closing (as defined in the Merger Agreement), if If the Company determines that it shall file a registration statement under the 1933 Act at any time (other than a registration statement on a Form S-4 ----------------------- pursuant to Section 4 or S-8 or filed in connection with an exchange offer or an offering of securities solely Section 6) proposes to the Company’s existing stockholders) on register any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities under the Securities Act for sale to the public, whether for its own account or for the general account of other security holders or both (except with respect to registration of its Common statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to be sold for cashthe public), at each such time the Company shall promptly it will give each Holder written notice to all holders of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder outstanding Restricted Stock of its right intention so to have Registrable Stock included in such registrationdo. Upon the written request of any Holder such holder, received by the Company no later than twenty (20) within 30 days after the date giving of any such notice by the Company’s notice, to register any of its Restricted Stock, the Company shall will use commercially reasonable its best efforts to cause the Restricted Stock as to be registered under the 1933 Act all of the Registrable Stock that each such Holder has which registration shall have been so requested to be registered. If, included in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed covered by the maximum amount of registration statement proposed to be filed by the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holder of securities 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 to be included in such offering an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the recommended amount; 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 securities ------- any shares are being offered to be included in such underwriting for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons any person other than the Company over or requesting holders of Restricted Stock, and provided, -------- further, however, that in no event may less than one-third of the amount total number ------- ------- of securities they intended shares of Common Stock to offerbe 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. Commencing immediately after the date of Closing (as defined in the Merger Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s 's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty twenty (3020) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s 's notice, the Company shall use commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer.

Incidental Registration. Commencing immediately after Notwithstanding the date provisions of Closing (as defined in the Merger Section 12.1 of this Agreement), if the Company determines that it shall file a registration statement at any time proposes to register any of its Common Stock under the 1933 Securities Act (on a form appropriate for the registration of the Conversion Shares for public offering by the holders thereof other than a registration statement on Form S-8, or any successor or similar forms or a Form S-4 or S-8 or filed shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of stock or assets of another person) and there is then not an exchange offer or an offering effective registration statement covering the Conversion Shares (assuming for purposes of securities solely to the Company’s existing stockholders) on any form this Section 12.2 that would also permit the registration all of the Registrable Stock and such filing is Notes are to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashconverted), at it will each such time the Company shall promptly give each Holder written notice to the Holders of the Notes and any holders of Conversion Shares (the Holders of the Notes and/or Conversion Shares are sometimes referred to herein as the "Eligible Holders") of its intention to do so and, upon written request from Eligible Holders given within 30 days after receipt of any such notice (which request shall state the intended method of disposition of such determination setting forth the date on which the Company proposes to file securities by such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s noticeEligible Holder), the Company shall will use its commercially reasonable efforts to cause all or any (but not less than 1,000 shares if less than all) Conversion Shares held by such Eligible Holder or which such Eligible Holder is then entitled to acquire pursuant to conversion of a Note to be registered under the 1933 Act Securities Act, all to the extent requisite to permit the sale or other disposition (in accordance with 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 the Registrable Stock that each such Holder has so requested other securities originally proposed to be registered; provided, further, that if there is an effective registration statement covering the Conversion Shares, the Conversion Shares proposed to be registered pursuant to this Section 12.2 shall be withdrawn from such registration statement. IfIf an offering pursuant to this Section 12.2 is to be made through underwriters, in the written opinion of the managing underwriter or underwriters may, if in its reasonable opinion marketing factors so require, limit (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related pro rata according to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock securities proposed to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of registered by each) the number of (or eliminate entirely from the offering all of the) securities intended which Eligible Holders may register pursuant to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offerthis Section 12.2.