Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the Stockholders. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register any shares of Class A Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations other than a registration (i) on such form(sForm S-8 or S-4 or any successor or similar forms, (ii) solely for registration relating to shares of Common Stock issuable upon exercise of employee share options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan (iii) in connection with a direct or a merger indirect acquisition by the Company of another Person or consolidation), including registrations pursuant any transaction with respect to Section 4.1(awhich Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 4.2(b) hereof, give prompt written notice at least 20 days prior to the anticipated filing date of its intention the Registration Statement relating to do so such registration to each Eligible Holder, which notice shall set forth such Eligible Holder's rights under this Section 4.2 and shall offer all Eligible Holders the Stockholdersopportunity to include in such Registration Statement such number of shares of Class A Common Stock as each such Eligible Holder may request (an "Incidental Registration"); provided, however, that the provisions of Section 4.1 hereof and not this Section 4.2 shall apply to the ability of any Eligible Holder to participate in any registration being effected pursuant to a Demand Registration contemplated by Section 4.1 hereof. Upon the written request of any such Eligible Holder made within ten days after the receipt of notice from the Company (which request shall specify the total number of shares of Class A Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing dateEligible Holder), the Company will use all reasonable its best efforts to effect the registration under the Securities Act of all of the Class A Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which that the Company has been so requested to register for sale by such Eligible Holders; provided, however, that (A) if such registration involves an underwriting, all such Eligible Holders requesting to be included in the manner initially proposed by Company's registration must sell their shares of Class A Common Stock to the Company; underwriters selected as provided that in Section 4.4(f) hereof on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any shares pursuant to this Section 4.2(a) and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)shares, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerEligible Holders and, thereupon, shall be relieved of the its obligation to register such any shares of Class A Common Stock or Common Stock Equivalents in connection with such registration owned by the Eligible Holders (without prejudice, however, to rights of any right of the Requesting Stockholder may have to request that such registration be effected as a registration Eligible Holders under Section 4.1(a4.1 hereof)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) 4.2 shall relieve the Company of any obligation its obligations to effect a registration upon Demand Registration to the extent required by Section 4.1 hereof. (b) If an Incidental Registration pursuant to this Section 4.2 involves an underwriting and the managing underwriter thereof advises the Company and the Eligible Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude shares requested to be included in such Incidental Registration from such underwriting. If the managing underwriter imposes a limit on the number of shares of Common Stock Request under Section 4.1(ato be included in such underwriting, then there shall be included in the offering, (i) first, all shares of Common Stock proposed by the Company to be sold for its account or the account of any other party not covered by this Agreement that triggers registration rights and (ii) second, that number of shares of Class A Common Stock requested to be included in such underwriting by the Eligible Holders, on a pro rata basis (based on the ratio that the number of shares of Class A Common Stock proposed to be sold by each Eligible Holder bears to the total numbers of shares of Class A Common Stock proposed to be sold by all Eligible Holders who have elected to participate in the Incidental Registration).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, it will ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Restricted Stock, the Company will use all its reasonable best efforts to effect cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Restricted Stock so registered. In the Company has been so requested to register for sale in the manner initially proposed by the Company; provided event that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination shall not violate any the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) if such registration is a primary registration on behalf of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such determination to the Stockholders and (Aoffering) register in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudicei) first, howeverthe Company securities which the Company proposes to sell in such registration, (ii) second, the Restricted Stock held by Investor Stockholders which they propose to any right sell in such registration on a pro rata basis based upon the Requesting Stockholder may have number of shares of Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to request sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration be effected as (i) first, the Restricted Stock held by Investor Stockholders which they propose to sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders, (ii) second, the Restricted Stock held by ITI and Casty which they propose to sell in such registration under Section 4.1(a)) on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (Biii) third, the securities held by other parties eligible for inclusion in such registration on a pro rata basis based upon the case amount of a determination securities held by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to delay registeringin this Section 5, shall be permitted without thereby incurring any liability to delay registering any Common the holders of Restricted Stock or Common Stock Equivalents of a Stockholder other than for the same period as the delay payment of Registration Expenses in registration of such other securities. No registration effected under this accordance with Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)8.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company ABIOMED for itself or any of its security holders shall at any time proposes or times after the first anniversary of the date hereof and prior to the seventh anniversary of the date hereof determine to register under the Securities Act any shares of Common Stock in an underwritten public offering (or Common Stock Equivalents, including any other than (a) the registration of Common Stock Equivalents an offer and sale of securities to employees of, or other persons providing services to ABIOMED pursuant to an employee or similar benefit plan, registered on Form S-8 or comparable form; or (b) relating to a merger, acquisition or other transaction of the exercise of rights under Section 4.2(b)) type described in Rule 145 under the Securities Act (except registrations or comparable rule, registered on such form(s) solely for registration of Common Stock Form S-4 or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidationsimilar form), including registrations pursuant ABIOMED will notify each Holder in each case of such determination at least twenty (20) days prior to Section 4.1(a)the filing of such registration statement, whether or not for sale for its own accountand upon the request of a Holder given in writing within ten (10) days after the date of such notice, it ABIOMED will each such time use commercially reasonable efforts as soon as practicable give written notice thereafter to cause any of its intention the Shares specified by such Holder to do so be included in such registration statement. Notwithstanding the foregoing, if the managing underwriter determines and advises in writing that the inclusion of all Shares of such requesting Holders and all shares of ABIOMED's Common Stock to all be offered by ABIOMED and by Other Holders, whether covered by requests for registration or otherwise included, would interfere with the Stockholders. Upon marketing of the written securities to be sold by ABIOMED, or if the registration is at the request (which request shall specify of a person or persons with a right to require registration, by that person or persons, then the total number of shares of Common Stock or Common Stock Equivalents intended otherwise to be disposed of included in the registration statement by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that Holders and Other Holders shall be reduced as follows: (i) such registration will there shall first be on Form S-3 excluded shares proposed to be included by Other Holders not possessing legal rights to include the same pursuant to this section or any similar provision; and (ii) any further reduction shall be pro rata among such shorter period Holders and Other Holders (having such legal rights) in proportion to the number of time shares as to which registration is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered requested by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Companyeach; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that there shall be no reduction in the case number of shares to be included therein (x) by ABIOMED or (y) if the registration is at the request of a person or persons with a right to require such registration, by that person or persons. For purposes of making any such reduction, each holder (whether a Holder or Other Holder) which is a partnership, together with the affiliates, partners and retired partners of such holder, the estates and family members of any registration pursuant to Section 4.1(a)such partners and retired partners and of their spouses, such determination shall not violate and any trusts for the benefit of any of the Company's obligations under Section 4.1 or foregoing persons shall be deemed to be a single holder and any other provision pro rata reduction with respect to such holder shall be based upon the aggregate amount of Shares sought to be sold by all entities and individuals so included in such holder, and the aggregate reduction so allocated to such holder shall be allocated among the entities and individuals included in such holder in such manner as such partnership may reasonably determine. If the managing underwriter determines and advises in writing that the inclusion in the registration statement of any shares of Common Stock to be sold by stockholders of ABIOMED would interfere with the marketing of the securities to be sold by ABIOMED, no notice need be given to any Holder pursuant to the first sentence of this Agreement), section and no Holder will have the Company may, at right to include its election, give written notice of such determination to the Stockholders and (A) Shares in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)statement.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, it will ▇-▇ or another form not available for registering the offer and sale of restricted shares to the public), each such time as soon as practicable the Company will give written notice to all Holders of Registrable Shares of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such Holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) register any of such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)Holder’s Registrable Shares, the Company will use its best efforts, subject to Section 5(b), to cause all reasonable efforts the Registrable Shares as to effect the which registration under the Securities Act of all Common Stock held or shall have been so requested to be acquired upon conversionincluded among the securities to be covered by the Registration Statement proposed to be filed by the Company, exercise all to the extent requisite to permit the sale or exchange other disposition by the Holder of such Registrable Shares so registered. (b) In the event that any registration pursuant to this Section 5 shall involve an underwritten public offering of Common Stock Equivalents and the number of shares proposed to be included therein exceeds the Maximum Number of Shares, then the following “cutback” rules shall apply: (ori) If the registration was originated by the Company for a primary offering, then there will be included in such registration: (x) first, all of the shares of Common Stock that the Company proposes to issue for its own account; and (y) second, to the extent that any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares proposed to be included by all Holders, if any, which shares shall be allocated, if the aggregate number of shares proposed to be included by clause (x) and this clause (y) exceeds the Maximum Number of Shares, pro rata among such Persons on the basis of the number of shares such Persons had originally requested to include in such registration; and (z) third, to the extent that any additional shares of Common Stock Equivalents are may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares proposed to be included by the Other Stockholders, if any, allocated pro rata among such Persons on the basis of the number of shares such Persons had originally requested to include in such registration; (ii) If the registration was originated by a Holder, then there will be included in such registration: (x) first, all of the shares of Common Stock that each Holder proposes to register, which shares shall be allocated, if the aggregate number of shares exceeds the Maximum Number of Shares, in accordance with clause (x) of the second sentence of Section 4(d) above; (y) second, to the extent that any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, those shares of Common Stock proposed to be registered by the Company, Common Stock Equivalents; and (z) by the Stockholders which the Company has been so requested to register for sale if such number of shares described in the manner initially proposed by foregoing clauses (x) and (y) do not exceed the Company; provided that Maximum Number of Shares, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents shares proposed to be registered included by Other Stockholders, if any, allocated pro rata among such Persons on the Company. basis of the number of shares such Persons had requested to include in such registration; and (iii) If the Company thereafter determines for any reason not to register or to delay registration was originated by Other Stockholders, then there will be included in such registration: (x) first, all of the shares of Common Stock or Common Stock Equivalents that such originating Other Stockholders, the Company and the Holders propose to register, which shares shall be allocated, if the aggregate number of shares proposed to be included by this clause (providedx) exceeds the Maximum Number of Shares, however, that pro rata among such Persons on the basis of the number of shares such Persons had requested in include in such registration; and (y) if such number of shares described in the case foregoing clause (x) does not exceed the Maximum Number of Shares, the shares proposed to be included by any Other Stockholders that are not included among such originating Other Stockholders, if any, allocated pro rata among such Persons on the basis of the number of shares such Persons had requested to include in such registration. (c) Notwithstanding anything to the contrary contained herein, at any time prior to the effective time of a registration pursuant to this Section 4.1(a)5, (i) the Company may withdraw such determination shall not violate registration without incurring any of liability to any Holder and (ii) a Holder may withdraw the Registrable Shares that it had sought to have included therein without incurring any liability to the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company If, at any time after the First Public Offering, the Company proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) Company Securities under the Securities Act (except registrations other than a registration on such form(s) solely for registration Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of Common Stock employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan in connection with a direct or a merger or consolidation), including registrations pursuant to Section 4.1(aindirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 4.02(b), give prompt written notice at least 30 Business Days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 4.02 and shall offer such Stockholder the Stockholdersopportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (an “Incidental Registration”), subject to the provisions of 4.02(b). Upon the written request of any such Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents Registrable Securities intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which Registrable Securities that the Company has been so requested to register for sale by all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the manner initially proposed by Company’s registration must sell their Registrable Securities to the Company; underwriters selected as provided that in Section 4.04(f) on the same terms and conditions as apply to the Company or FP, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)securities, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerand, thereupon, shall be relieved of the its obligation to register such Common Stock or Common Stock Equivalents any Registrable Securities in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securitiesregistration. No registration effected under this Section 4.2(a) 4.02 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 4.01. The Company shall pay all Registration Expenses in connection with each registration upon of Registrable Securities requested pursuant to this Section 4.02. (b) If a Common Stock Request under registration pursuant to this Section 4.1(a4.02 involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 4.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by FP and each of its Permitted Transferees, (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities or persons on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration), (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time on or after the first ----------------------- anniversary of the date hereof, the Company proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations other than on such form(s) solely for Forms ▇-▇, ▇-▇ or any other form which does not permit registration of Common Stock or Common Stock Equivalents securities by selling stockholders for sale to the public for cash) in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(a), whether or not the proposed offer and sale for sale cash either for its own accountaccount or on behalf of any holder of Common Stock, it will each such time as soon as practicable give written notice to the Stockholders of its intention to do so at least 10 business days prior to all the earliest date on which the Company anticipates that such registration will be declared effective by the Commission. Upon a Stockholder's written request to the Company, given within 10 business days after receipt of any such notice, to register any of such Stockholder's Registrable Shares, the Company will use its reasonable best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the shares of Common Stock to be covered by the registration statement proposed to be filed by the Company; provided that nothing set forth in this Agreement shall prevent the Company from, at any time, withdrawing, abandoning or delaying any registration of such Common Stock. (b) The Company shall have the sole right to select the managing underwriter or underwriters. The managing underwriter for such offering shall have the authority, in its sole discretion, to reduce the number of Registrable Shares to be included in such registration if and to the extent that it determines that inclusion of such Registrable Shares would adversely effect the marketing of the other Common Stock to be sold thereunder. Any such reduction in the shares included in any such offering shall be effected (i) first, by excluding shares ("Piggyback Shares") of Common Stock that otherwise would be included by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to stockholders of the Company (including the Stockholders. Upon ), which exclusion shall be effected on a pro rata basis based upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended so requested to be disposed of registered in such offering by all such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation stockholders proposing to follow promptly thereafter, stating that (i) such registration will be on Form S-3 sell Piggyback Shares and (ii) such shorter period of time is required because of a planned filing date)second, only to the Company will use all reasonable efforts to effect extent necessary and after the registration under the Securities Act exclusion of all Common Stock held or to be acquired upon conversionPiggyback Shares, exercise or exchange by excluding shares of Common Stock Equivalents (orincluded in such registration by the Company and any stockholder of the Company who shall have exercised a demand registration right in connection with such offering, if which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which on behalf of the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register and on behalf of any Common Stock Equivalents which are not such holder of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. demand registration rights. (c) If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)2 shall be underwritten, such determination shall not violate any of the Company's obligations under Section 4.1 in whole or any other provision of this Agreement)in part, the Company may, at its election, give written notice of such determination or the managing underwriter or underwriters may require that the Registrable Shares requested for inclusion pursuant to the Stockholders and (A) this Section 2 be included in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for underwriting on the same period terms and conditions as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve securities otherwise being sold through the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)underwriters.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4, 5, 6 or 7 hereof) proposes to register any shares of its Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other securityholders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock, Series B Warrant Shares, Original Stockholders Stock or Conversion Shares for sale to the public), it will each such time as soon as practicable give written notice at such time to all holders of Restricted Stock, Original Stockholders Stock, Series B Warrant Shares and Conversion Shares (treating for such purpose the holders of Series B Warrants and Convertible Preferred Stock as the holders of the Series B Warrant Shares or Conversion Shares issuable upon exercise or conversion thereof, as applicable) of its intention to do so to all the Stockholdersso. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, given within 30 days after the receipt of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafterregister any of its Restricted Stock, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)Series B Warrant Shares, Original Stockholders Stock or Conversion Shares, the Company will use all its reasonable best efforts to effect cause the Restricted Stock, Series B Warrant Shares, Original Stockholders Stock or Conversion Shares as to which registration shall have been so requested, to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or statement proposed to be acquired upon conversionfiled by the Company, exercise all to the extent requisite to permit the sale or exchange other disposition by the holder of such Restricted Stock, Series B Warrant Shares, Original Stockholders Stock or Conversion Shares, as the case may be, so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time; provided, further, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. The number of shares of Restricted Stock, Series B Warrant Shares, Original Stockholders Stock Equivalents or Conversion Shares, as the case may be, to be included in such an underwriting may be reduced (orpro rata among the requesting holders of Conversion Shares, if Common Restricted Stock, Series B Warrant Shares and Original Stockholders Stock Equivalents are (except that two shares of either Restricted Stock, Series B Warrant Shares or shares of Original Stockholders Stock proposed to be registered by shall be "cut back" for every Conversion Share so cut back) based upon the Companynumber of Conversion Shares, Common shares of Restricted Stock, Series B Warrant Shares and shares of Original Stockholders Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in be registered) if and to the manner initially proposed 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 CompanyCompany therein; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that such number of shares of Restricted Stock, Series B Warrant Shares, Original Stockholders Stock or Conversion Shares, as the case may be, shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company and persons requesting registration under this Agreement. Notwithstanding anything to the contrary contained in this Section 8, in the case event that there is a firm commitment underwritten public offering of any registration securities of the Company pursuant to Section 4.1(a)a registration covering Restricted Stock, Series B Warrant Shares, Original Stockholders Stock or Conversion Shares, and a holder of Restricted Stock, Original Stockholders Stock, Series B Warrant Shares or Conversion Shares (treating for such determination shall purpose the holders of Series B Warrants and Convertible Preferred Stock as the holders of the Series B Warrant Shares or Conversion Shares issuable upon the exercise or conversion thereof, as applicable) does not violate any sell its Restricted Stock or Conversion Shares, as the case may be, to the underwriters of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents securities in connection with such registration offering, such holder, at the written request of such underwriter, shall refrain from selling any securities of the Company during the period of distribution of the Company's securities by such underwriters (without prejudice, however, not to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)exceed 180 days) and such period (Bnot to exceed 90 days) in which the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for underwriting syndicate participates in the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)after market.

Incidental Registration. (a) Right Subject to Include Common Stock and Common Stock Equivalents. If Section 2.08, if at any ----------------------------------- time the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities Act (except registrations on such form(s) solely for the registration of Company Common Stock in a firm commitment underwritten public offering (other than the registration of an offer and sale of securities pursuant to an employee or Common Stock Equivalents similar benefit plan, registered on Form S-8 or comparable form; or relating to a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or comparable rule, registered on Form F-4 or Form S-4 or similar forms or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf or dividend reinvestment plan or a merger or consolidation)on behalf of selling holders of its securities for the general registration of Company Common Stock to be sold for cash, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will the Company shall each such time as soon as practicable promptly give each of the Stockholders written notice of its intention such determination setting forth the date on which the Company proposes to do so file such registration statement, which date shall be no earlier than 15 Business Days from the date of such notice, and advising the Stockholders of their right to have any or all of the StockholdersRegistrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than 10 Business Days after the date of the Company's notice, the Company shall cause to be registered under the Securities Act all of the Eligible Registrable Stock that each such Holder has so requested to be registered, subject to reduction in accordance with paragraph (which request shall specify b) of this Section. (b) If, in the written opinion of the managing underwriter, the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled to reduce the number of shares of Common Registrable Stock or Common Stock Equivalents intended to be disposed sold in such offering by the Holders and any other stockholder of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice offered the opportunity to participate in such offering in accordance with written confirmation the terms of the agreements listed on Schedule III hereto, and subject thereto, in proportion (as nearly as practicable) to follow promptly thereafterthe number of shares of Registrable Shares held, stating that (i) such at the time of filing the registration will be on Form S-3 statement, by each Holder and (ii) such shorter period each other stockholder of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale who is participating in the manner initially proposed by the Companysuch offering; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that no provision herein shall require the Company to reduce the number of shares of Company Common Stock participating in such offering held by any stockholder of the case Company who is entitled to inclusion in such offering by reason of any such stockholder's demand registration rights. (c) A request by Holders to include Registrable Stock in a proposed registration pursuant to Section 4.1(a), such determination 2.04(a) shall not violate any be deemed to be one of the Company's obligations under its request registration rights granted pursuant to Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)2.03.

Incidental Registration. (a) Right Subject to Include Common Stock and Common Stock Equivalents. If the Company Section 9, if at any time the Company proposes to register any shares of Common Stock (or Common Stock Equivalents, including any file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock a Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)form that would also permit the registration of the Registrable Stock and such filing is to be on the Company's behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will the Company shall each such time promptly give each Holder written notice of such proposal setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than twenty (20) 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 ten (10) days after the date of the Company's notice, the Company shall use its 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, in the case of a non-underwritten offering, in the written opinion of the Company), the total amount of such Common Stock to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's Common Stock which can be marketed (a) at a price reasonably related to the then current market value of such Common Stock, or (b) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled to reduce the number of shares of Registrable Stock in such offering. Such reduction shall be allocated among all such Holders in proportion (as soon nearly as practicable give practicable) to the amount of Registrable Stock owned by each Holder at the time of filing the registration statement. If any Holder of Registrable Stock disapproves of such reduction, such Holder may elect to withdraw all of its Registrable Stock from such offering by written notice to the Company. (b) If, at any time after giving written notice of its intention to do so register any securities and prior to all the Stockholders. Upon effective date of the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by registration statement filed in connection with such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)registration, the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)securities, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Stock and thereupon the Stockholders and (A) in the case of a determination not to register, Company shall be relieved of the its obligation to register such Common any Registrable Stock or Common Stock Equivalents in connection with such registration (but not from its obligation to pay expenses in connection therewith to the extent provided in Section 8), without prejudice, however, to the rights of any right the Requesting Stockholder may have one or more Holders to request that such registration be effected as a registration under Section 4.1(a)4. (c) In connection with any registration of the Company's securities and upon the written request of the Company or the underwriters managing any underwritten offering of the Common Stock, each Holder agrees not to effect any sale, disposition or distribution of the Common Stock (other than that included in any such registration) or securities exercisable for or 7 7 convertible or exchangeable into Common Stock without the prior written consent of the Company or such underwriters, as the case may be, during the 30-day period prior to, and the 90-day period beginning on, the effective date of any registration statement to which Section 5(a) applies. The foregoing sentence shall not apply to (x) transfers to family members, trusts or similar arrangements for bona fide estate planning reasons or charities, provided the recipient of such shares has agreed in writing to be bound by the terms of such restrictions for the remainder of its term and (By) transfers of shares bought in market transactions. (d) No Holder may participate in any underwritten registration pursuant to this Section 5 unless such Holder (i) agrees to sell such Holder's Registrable Stock on the case basis provided in any underwritten arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of a determination to delay registeringattorney, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for indemnities, underwriting agreements and other documents required under the same period as the delay in registration terms of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)underwriting arrangements.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If Commencing December 30, 1999, if the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock a Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)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, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will at each such time as soon as practicable 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 forty (40) days from the date of such notice, and advising each Holder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 Holder received by the Company no later than twenty (20) days after the receipt date of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)Company's notice, the Company will shall use all reasonable its best efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed cause to be registered by under the Company, Common 1933 Act all of the Registrable Stock Equivalents) by the Stockholders which the Company that each such Holder has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Companyregistered. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of In any registration pursuant to this Section 4.1(a4, the Company shall include in such registration, (a) first, the securities the Company proposes to sell (if the Company is filing such registration statement on its own behalf) or the securities of the selling securityholders of the Company who have demanded such registration, (b) second, the securities the Company proposes to sell (if the Company is filing such registration statement on behalf of selling securityholders of the Company) or the securities of other securityholders of the Company who have demand registration rights, including the Holders who have not as of such time exercised their demand rights as set forth in Section 2 above (if the Company is filing such registration statement on its own behalf), such determination shall not violate (c) third, the securities of securityholders of the Company who have incidental registration rights, including any of the Company's obligations under Registrable Stock requested to be registered pursuant to this Section 4.1 or any 4, and (d) fourth, other provision securities of this Agreement), the Company mayrequested to be registered. Notwithstanding the foregoing, at its electionif, give in the written notice opinion of such determination to the Stockholders and managing underwriter or underwriters (A) or, in the case of a determination not non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of securities to registerbe registered pursuant to subsection (b) of this Section 4, 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 relieved 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 obligation number of securities intended to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right be offered by Holders than the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case fraction of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of similar reductions imposed on such other securities. No registration effected under this Section 4.2(a) shall relieve Persons other than the Company over the amount of any obligation securities they intended to effect a registration upon a Common Stock Request under Section 4.1(a)offer.

Incidental Registration. (a) Right to Include RIGHT TO INCLUDE COMMON STOCK. So long as any Investor Stockholder and its Permitted Transferees beneficially own a number of shares of Common Stock and equal to at least ten percent (10%) of the number of shares of Common Stock Equivalents. If beneficially owned by it on the Closing Date, if the Company at any time after the IPO Date, when a Shelf Registration Statement covering all shares of Common Stock subject to registration hereunder is not effective, proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for other than a registration of Common Stock or Common Stock Equivalents filed by the Company in connection with any employee benefit plan or dividend reinvestment plan the IPO or a merger registration on Form S-4 or consolidationS-8, or any successor form or other form promulgated for similar purposes), including registrations pursuant to Section 4.1(a2.1(a) or 2.1(b), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersInvestor Stockholders and Permitted Transferees which notice, in any event, shall be given at least 30 days prior to such proposed registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderInvestor Stockholder and Permitted Transferee) of any Investor Stockholder and Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice notice, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 or any successor form and (ii) such shorter period of time is required because of a planned filing date), the Company will use all its reasonable best efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders such Investor Stockholder and Permitted Transferee which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that . Prior to the effective date of the registration statement filed in connection with such registration, promptly following receipt of notification by the Company from the underwriter (if an underwritten offering) of a range of prices at which such securities are likely to be sold, the Company shall not so advise each Investor Stockholder of such price, and if such price is below the minimum price which shall be obliged acceptable to register any such Investor Stockholder, such Investor Stockholder shall then have the right irrevocably to withdraw its request to have its Common Stock Equivalents which are not included in such registration statement, by delivery of written notice of such withdrawal to the same classCompany within three Business Days of its being advised of such price, series and form without prejudice to the rights of any such holder to include Common Stock in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1 hereof, as the Common Stock Equivalents proposed to be registered by the Companycase may be. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, must give written notice of such determination to the Investor Stockholders and Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) 2.1 and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a any Investor Stockholder and Permitted Transferee for the same period as the delay in registration of such other securities. No Except as otherwise expressly provided in Section 2.1, no registration effected under this Section 4.2(a2.2(a) shall relieve the Company of any obligation to effect a registration upon a under Section 2.1. Subject to Section 2.2(b), if any registration was initiated by the Company for its own account and involves an underwritten offering, each Requesting Stockholder shall sell its Common Stock Request under Section 4.1(a)on the same terms and conditions as those that apply to the Company.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms S-4, it will S-8 or another form not available for registering the Restricted St▇▇▇ ▇▇▇ sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Restricted Stock, the Company will use all its reasonable best efforts to effect cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Restricted Stock so registered. In the Company has been so requested to register for sale in the manner initially proposed by the Company; provided event that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination shall not violate any the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) if such registration is a primary registration on behalf of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such determination to the Stockholders and (Aoffering) register in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudicei) first, howeverthe Company securities which the Company proposes to sell in such registration, (ii) second, the Restricted Stock held by Investor Stockholders which they propose to sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty and any right other holders of Restricted Stock which they propose to sell in such registration on a pro rata basis based upon the Requesting Stockholder may have number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to request the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration be effected as (i) first, the Restricted Stock held by Investor Stockholders which they propose to sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders, (ii) second, the Restricted Stock held by ITI and Casty and any other holders of Restricted Stock which they propose to sell in such registration under Section 4.1(a)) on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (Biii) third, the securities held by other parties eligible for inclusion in such registration on a pro rata basis based upon the case amount of a determination securities held by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to delay registeringin this Section 5, shall be permitted without thereby incurring any liability to delay registering any Common the holders of Restricted Stock or Common Stock Equivalents of a Stockholder other than for the same period as the delay payment of Registration Expenses in registration of such other securities. No registration effected under this accordance with Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)8.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If Each time the Company at any time proposes shall determine to register any shares proceed with the actual preparation and filing of Common Stock (or Common Stock Equivalents, including any a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with the proposed offer and sale for cash of any employee benefit plan of its securities by it or dividend reinvestment plan or a merger or consolidationany of its security holders (other than registration statements on forms that do not permit the inclusion of shares by the Company's security holders), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it the Company will each such time as soon as practicable give written notice of its intention to do so determination to all record holders of Purchased Stock not theretofore registered under the StockholdersSecurities Act and sold. Upon the written request (which request shall specify the total number of a record holder of any shares of Common Purchased Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made given within 30 days after the receipt date of any such notice (15 days from the Company, the Company will, except as herein provided, cause all such shares of Purchased Stock, the record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Purchased Stock to be so registered; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; provided further, however, that if the Company gives telephonic notice determines not to proceed with written confirmation to follow promptly thereafter, stating that (i) such a registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect after the registration under statement has been filed with the Securities Act Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of all Common Stock held or the securities to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered sold by the Company, Common Stock Equivalents) the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Stockholders which Company as the result of such registration after the Company has been so requested decided not to register for sale in proceed. Notwithstanding the manner initially proposed by the Company; provided that foregoing, the Company shall not be obliged in default of its obligation to register any Common include the Purchased Stock Equivalents which are not in a registration if such registration is being made at the request of the same classholders of Series B Preferred Stock, series Series B Conversion Stock, the 1998 Warrants and form as the Common 1998 Warrant Stock Equivalents proposed pursuant to be registered by the Company1998 Agreement, Series C Preferred Stock and the Series C Conversion Stock pursuant to the 2000 Agreement, Series D Preferred Stock and the Series D Conversion Stock pursuant to the 2001 Agreement and the Purchased Stock is excluded from such registration pursuant to the terms of the 1998 Agreement, the 2000 Agreement or the 2001 Agreement. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a), such determination 10.2 shall not violate any of the Company's obligations under Section 4.1 be underwritten in whole or any other provision of this Agreement)in part, the Company may, at its election, give written notice may require that the Purchased Stock requested for inclusion pursuant to this Section 10.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such determination public offering the inclusion of all of the Purchased Stock originally covered by a request for registration and all other Securities originally covered by a request for registration pursuant to the Stockholders 1998 Agreement, the 2000 Agreement or the 2001 Agreement would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Purchased Stock and (A) such other Securities otherwise to be included in the case underwritten public offering may be reduced pro rata (by number of shares) among the holders thereof requesting such registration. Those shares of Purchased Stock which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a determination period, not to registerexceed 90 days, shall be relieved of which the obligation to register such Common Stock or Common Stock Equivalents managing underwriter reasonably determines is necessary in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation order to effect a registration upon a Common Stock Request under Section 4.1(a)the underwritten public offering.

Incidental Registration. (a) Right Subject to Include Common Stock and Common Stock Equivalents. If the Company Section 4.06, if at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any the Company determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)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, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will the Company shall each such time as soon as practicable promptly give each Stockholder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 60 days from the date of such notice, and advising each Stockholder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request of any Stockholder received by the Company no later than 30 days after the date of the Company's 383917.1 notice, the Company shall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Stockholder has so requested to be registered. If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which request can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall specify be entitled to reduce the number of shares of Registrable Stock to not less than one-third of the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by in such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that offering except in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any the initial firm commitment underwritten public offering of the Company's obligations under Section 4.1 or any other provision , in which case the managing underwriter may reduce the number of this Agreement), the Company may, at its election, give written notice shares of Registrable Stock to be included in such determination offering to zero. Such reduction shall be allocated among all such Stockholders in proportion (as nearly as practicable) to the Stockholders and (A) in amount of Registrable Stock owned by each Stockholder at the case time of a determination not to register, shall be relieved of filing the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)statement.

Incidental Registration. (a) Right to Include Common Stock and Common Stock EquivalentsRIGHT TO INCLUDE COMMON STOCK AND COMMON STOCK EQUIVALENTS. If the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger business combination transaction, recapitalization or consolidationexchange offer), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersStockholders and their Permitted Transferees. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderStockholder or Permitted Transferee) of any Stockholder or Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders and their Permitted Transferees which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and their Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder or Permitted Transferee for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right Subject to Include Common Stock and Common Stock Equivalents. If Section 6.3, if the Company at any time proposes to register any shares of Common Stock Shares under a Registration Statement (or Common Stock Equivalents, including any registration of Common Stock Equivalents other than pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations a Registration Statement on such form(s) solely for registration of Common Stock Form ▇-▇, ▇▇▇▇ ▇-▇ or Common Stock Equivalents any equivalent form then in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(aeffect), whether or not for sale for its own accountaccount or for the account of any Stockholder, it will the Company shall give each such time as soon as practicable give written Stockholder (each, an "Incidental Stockholder") notice of its intention such proposed registration at least thirty (30) days prior to do so the filing of a Registration Statement with respect to all the Stockholderssuch public sale. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Incidental Stockholder made delivered to the Company within 30 ten (10) days after the receipt of any such the notice (15 days if from the Company gives telephonic notice with written confirmation (which request shall state the number of shares of Class A Common Stock (collectively, the "Incidental Shares") that such Incidental Stockholder wishes to follow promptly thereaftersell or distribute publicly under such Registration Statement proposed to be filed by the Company), stating that the Company shall use its best efforts to register under the Securities Act such Incidental Shares. The Company may withdraw a Registration Statement at any time before it becomes effective or postpone or terminate the offering without obliga tion to any Incidental Stockholder. If a registration of Shares involves an underwritten offering, and the Company's managing underwriter shall advise the Company in writing that, in its opinion, the total number of Shares (including Incidental Shares) requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration, to the extent of the number of Shares which the Company is so advised can be sold in such offering, (i) such registration will be on Form S-3 first, the Shares the Company proposes to issue and sell for its own account and (ii) such shorter period of time is required because of second, other Shares it proposes to sell, including Incidental Shares, on a planned filing date), pro rata basis. In no event shall the Company will use all reasonable efforts be required to effect include any Incidental Shares in its Initial Public Offering if the registration under the Securities Act managing underwriter of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which such offering shall advise the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, howeverwriting, that in its opinion, the case inclusion of any registration pursuant to Section 4.1(a), such determination shall not violate any Shares would adversely affect the success of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)offering.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms S-4, it will ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Restricted Stock, the Company will use all its reasonable best efforts to effect cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Restricted Stock so registered. In the Company has been so requested to register for sale in the manner initially proposed by the Company; provided event that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination shall not violate any the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) if such registration is a primary registration on behalf of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such determination to the Stockholders and (Aoffering) register in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudicei) first, howeverthe Company securities which the Company proposes to sell in such registration, (ii) second, the Restricted Stock held by Investor Stockholders which they propose to any right sell in such registration on a pro rata basis based upon the Requesting Stockholder may have number of shares of Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to request sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter believes that such registration securities can be effected as a registration under Section 4.1(a)) and (B) sold in such offering without having an adverse effect upon the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration marketing of such other securities. No offering) register in such registration effected under this Section 4.2(a(i) shall relieve first, the Company Restricted Stock held by Investor Stockholders which they propose to sell in such registration on a pro rata basis based upon the number of any obligation to effect a registration upon a Common shares of Restricted Stock Request under Section 4.1(a).owned by such holders, (ii) second, the Restricted Stock held by ITI and Casty

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms S-4, it will ▇-▇ ▇▇ another form not available for registering the Restricted Stock for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Restricted Stock, the Company will use all its reasonable best efforts to effect cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Restricted Stock so registered. In the Company has been so requested to register for sale in the manner initially proposed by the Company; provided event that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to this Section 4.1(a)5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination shall not violate any the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) if such registration is a primary registration on behalf of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such determination to the Stockholders and (Aoffering) register in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudicei) first, howeverthe Company securities which the Company proposes to sell in such registration, (ii) second, the Restricted Stock held by Investor Stockholders which they propose to any right sell in such registration on a pro rata basis based upon the Requesting Stockholder may have number of shares of Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to request sell in such registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter believes that such registration securities can be effected as a registration under Section 4.1(a)) and (B) sold in such offering without having an adverse effect upon the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration marketing of such other securities. No offering) register in such registration effected under this Section 4.2(a(i) shall relieve first, the Company of any obligation to effect a registration upon a Common Restricted Stock Request under Section 4.1(a).held by Investor Stockholders which

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company If, at any time following the Effective Time, the Company proposes to register any shares of Common Stock file a Registration Statement other than the Shelf Registration (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)an "Incidental Registration") under the Securities Act (except registrations on such form(s) solely for registration with respect to an offering of Company Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(a), whether or not for sale (i) for its own accountaccount (other than a Registration Statement on Form S-4 or S-8 (or any filing on any substitute form that may be adopted by the Commission for a transaction for which Form S-4 or S-8 is currently available)) or (ii) the account of any holder of Company Common Stock, it will the Company shall give written notice of such proposed filing (including the proposed date thereof) to each such time Individual Stockholder as soon as practicable give written (but in any event not less than the lesser of (A) 30 days before the anticipated filing date or (B) the number of days until the date the Company plans to file such registration), and such notice shall offer each Individual Stockholder the opportunity to register such number of its intention to do so to all the StockholdersRegistrable Securities as such Individual Stockholder shall request. Upon the written request direction of any such Individual Stockholder, given within 20 days following the receipt by such Individual Stockholder of any such written notice in the case of (A) above or given within the number of days (rounded up) equal to half the time between the date notice in the case of (B) above is received by such Individual Stockholder and the date such Incidental Registration is proposed to be filed (which request direction shall specify the total number of shares of Common Stock or Common Stock Equivalents Registrable Securities intended to be disposed of by such Individual Stockholder) ), the Company shall use its best efforts to cause to be registered under the Securities Act all of any the Registrable Securities that each such Individual Stockholder made within 30 days after the receipt of any such notice (15 days has requested to be registered provided, that, if the Company gives telephonic does not file such registration statement by the proposed filing date, the Company shall again comply with the notice with written confirmation provisions of this Section 2.02 prior to follow promptly thereafterfiling such registration statement. Notwithstanding anything contained herein, stating if the lead underwriter of an offering involving an Incidental Registration notifies the Company that the inclusion of such Registrable Securities would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by such registration will Individual Stockholder shall be on Form S-3 reduced to the extent 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 Company Common Stock proposed to be issued by the Company. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company and any reduction in the amount of an Individual Stockholder'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 shorter Incidental Registration. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled (subject to the provisions of Section 2.02(c) hereof) to postpone or suspend, for a reasonable period of time is required because of a planned filing date(the "Blackout Period"), the filing, effectiveness or use of any Registration Statement if the Company will use all reasonable efforts to effect shall determine that any such filing or the registration under offering of any Registrable Securities would (i) in the Securities Act good faith judgment of all Common Stock held or to be acquired upon conversion, exercise or exchange the Board of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by Directors of the Company, Common Stock Equivalents) by materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Stockholders Company for which the Board of Directors of the Company has been so requested authorized negotiations; (ii) based upon advice from the Company's investment banker, materially adversely impair the ability to register for consummate any pending or proposed material offering or sale in the manner initially proposed of any class of securities by the Company; provided that or (iii) in the good faith judgment of the Board of Directors of the Company, require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (its stockholders; provided, however, that in the case Company shall only be entitled to exercise its rights with respect to all Blackout Periods for a total of 90 days (plus an additional 90 days under Section 2.02(c) below) during any registration 12 month period and shall only be entitled to exercise its rights with respect to Section 2.02(b)(iii) twice during any 12-month period and then only as to separate events. (c) If the Company has exercised its rights pursuant to Section 4.1(a2.02(b) hereof for a cumulative total of 90 days during any 12 month period, then, commencing immediately thereafter, the Company shall only be entitled to postpone or suspend, for a reasonable period of time (subject to the overall limitation described in the preceding sentence), the filing, effectiveness or use of any Registration Statement in the event that (i) there shall be a proposed material, merger, acquisition or financing (collectively "Corporate Opportunities") as to which the Company has entered into a definitive heads of agreement, letter of intent, term sheet or other similar arrangement (provided that such determination agreement, letter of intent, term sheet or other arrangement need not be disclosable pursuant to applicable securities laws) and (ii) the Board of Directors of Parent shall not violate any have received the written opinion of a nationally recognized investment banking firm that disclosure required in the applicable Registration Statement with respect to such Corporate Opportunity would materially jeopardize the benefit to the Company presented by such Corporate Opportunity and that the failure to pursue such Corporate Opportunity at such time would materially adversely affect the Company's business. (d) The Company shall use its best efforts to minimize the duration of any Blackout Period at all times and make appropriate public disclosure as soon as practicable consistent with the foregoing. Each Blackout Period shall terminate upon the earliest of completion or abandonment of the applicable transaction, public disclosure of the proposal to enter into such merger, acquisition or financing, when public disclosure would no longer be materially adverse to the Company, and the 90th or 180th day of the aggregate Blackout Periods (as the case may be as provided in Section 2.02(b) above) in any 12-month period. At the expiration of any Blackout Period and without any further request from the Individual Stockholders, the Company shall effect its obligations under Section 4.1 or any other provision pursuant to Sections 2.01 and 2.02 of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company ---------------------------------------------------------- Parent at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan plans, or dividend reinvestment plan or a merger business combination transaction, recapitalization or consolidationexchange offer), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersStockholders and their Permitted Transferees. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderStockholder or Permitted Transferee) of any Stockholder or Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company Parent gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company Parent will use all reasonable efforts to effect include in such registration all the registration under the Securities Act shares of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the CompanyParent, Common Stock Equivalents) by the Stockholders and their Permitted Transferees which the Company Parent has been so requested to register for sale in the manner initially proposed by the CompanyParent; provided that the Company Parent shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the CompanyParent. If the Company Parent thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the CompanyParent's obligations under Section 4.1 or any other provision of this Agreement), the Company Parent may, at its election, give written notice of such determination to the Stockholders and their Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder or Permitted Transferee for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company Parent of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If Following the Initial Public Offering, if the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) Company Securities under the Securities Act (except registrations other than a registration (A) on such form(sForm S-8 or S-4 or any successor or similar forms, (B) solely for registration of relating to Common Stock issuable upon exercise of employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan (C) in connection with a direct or a merger or consolidation), including registrations pursuant to Section 4.1(aindirect acquisition by the Company of another company), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 4.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each DLJMB Entity, each Other Stockholder and each Mezzanine Holder, which notice shall set forth such Stockholder's rights under this Section 4.02 and shall offer such Stockholders the Stockholdersopportunity to include in such registration statement such number of shares of Registrable Stock as each such Stockholder may request (an "INCIDENTAL REGISTRATION"). Notwithstanding anything to the contrary contained in this Agreement, the Senior Management Stockholders shall not have any rights under this Section 4.02 until after the completion of the First DLJMB Demand. Upon the written request of any such Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Registrable Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable its best efforts to effect the registration under the Securities Act of all Common Registrable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale by such Stockholders, to the extent requisite to permit the disposition of the Registrable Stock so to be registered; PROVIDED that (I) if such registration involves a Public Offering, all such Stockholders requesting to be included in the manner initially proposed by Company's registration must sell their Registrable Stock to the Company; underwriters selected as provided that in Section 4.04(f) on the same terms and conditions as apply to the Company and (II) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 4.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)stock, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerand, thereupon, shall be relieved of the its obligation to register such Common any Registrable Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to rights of any right the Requesting DLJMB Entity, Other Stockholder may have to request that such registration be effected as a registration or DLJIP Entity under Section 4.1(a4.01)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) 4.02 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 4.01. The Company will pay all Registration Expenses in connection with each registration upon of Registrable Stock requested pursuant to this Section 4.02. (b) If a Common registration pursuant to this Section 4.02 involves a Public Offering (other than in the case of a Public Offering requested by any DLJMB Entity or any of their Permitted Transferees, the Other Stockholders or any DLJIP Entity in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 4.01(d) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Registrable Stock Request under that the Company and such Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Company Securities proposed to be registered by the Company as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all Registrable Stock (other than Shares) requested to be registered by the Mezzanine Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of shares of Registrable Stock requested to be registered); (iii) third, all Benchmark Shares requested to be included in such registration statement by the DLJMB Entities and their Permitted Transferees and all Shares requested to be registered by all Mezzanine Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of shares of Registrable Stock requested to be so included); and (iv) fourth, all Registrable Stock other than Benchmark Shares requested to be included in such registration by any DLJMB Entity and its Permitted Transferees or any other Holder pursuant to this Section 4.1(a4.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Stock (excluding any Benchmark Shares) so requested to be included in such registration). (c) Notwithstanding the foregoing, in the event of a request for inclusion of Shares owned by Other Stockholders pursuant to this Section 4.02, the restrictions contained in the proviso to Section 3.01(d) shall be applicable to any such sale.