Common use of Reduction of Offering Clause in Contracts

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company Purchaser and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Purchaser Common Stock or other securities which the Company Purchaser desires to sell and the shares of Purchaser Common StockStock or other securities, if any, as to which registration Registration by Purchaser has been requested pursuant to written contractual piggy-back registration rights held by other shareholders security holders of the Company Purchaser who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company Purchaser shall include in such registrationRegistration: (i1) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders of any Persons who have exercised demand registration rights during the period under which the Demand Registration hereunder is ongoing (PRO RATA all pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder securities that each applicable Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holdersuch Person, as long as they do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SharesSecurities; (ii2) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i1), the shares of Purchaser Common Stock or other securities that the Company Purchaser desires to sell that can be sold without exceeding the Maximum Number of SharesSecurities; (iii3) third, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i1) and (ii2), the Registrable Securities of Investors as to which registration has been requested pursuant to Section 2(b), Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (4) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1), (2) and (3), the shares of Purchaser Common Stock or other securities for the account of other persons Persons that the Company Purchaser is obligated to register pursuant to written contractual arrangements with such persons and Persons that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to Securities. In the extent event that Purchaser securities that are convertible into shares of Purchaser Common Stock are included in the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii)offering, the shares of calculations under this Section 2(a)(iv) shall include such Purchaser securities on an as-converted to Purchaser Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Sharesbasis.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇The Shemano Group, Inc. or its designees in connection with the Company’s 's initial public offering in _________ 2005, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders securityholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, method or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities that other shareholders securityholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering Underwritten Offering, in good faith, advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Company Class A Common Stock or other securities which the Company desires to sell and the shares of Company Class A Common StockStock or other securities, if any, as to which registration Registration by the Company has been requested pursuant to written contractual piggy-back registration rights held by other shareholders security holders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company shall include in such registrationRegistration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA all pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder securities that each applicable Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holder) such Person, as long as they do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”)), that can be sold without exceeding the Maximum Number of SharesSecurities; (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Company Class A Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of SharesSecurities; and (iiiiv) thirdfourth, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i), (ii) and (iiiii), the shares of Company Class A Common Stock or other securities for the account of other persons Persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and Persons (other than this Agreement) that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to Securities. In the extent event that the Maximum Number Company securities that are convertible into shares of Shares have not been reached under Company Class A Common Stock are included in the foregoing clauses (i), (ii), and (iii)offering, the shares of calculations under this Section 2.1.4 shall include such the Company securities on an as-converted to Company Class A Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Sharesbasis.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that the Underwriters determine, in their sole discretion, can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch person (such proportion is referred to herein as "Pro Rata")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities that are registrable pursuant to the terms of the Unit Purchase Option issued to CRT Capital Group LLC or its designees in connection with the Company’s initial public offering (the “Unit Purchase Option” and such registrable securities, the “Option Securities”) as to which “piggy back” registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares. For the avoidance of doubt, in the event a Demand Registration is requested pursuant to this agreement and a demand registration is requested pursuant to that certain Unit Purchase Option to be issued to CRT Capital Group LLC or its designees in connection with the Company’s initial public offering (the “Underwriter’s Unit Purchase Option”), whichever demand registration is received by the Company first shall have priority for inclusion in the registration statement filed to register such Registrable Securities; provided, however, that if a Demand Registration is requested pursuant to this agreement and (v) fourth, a demand registration is requested pursuant to the extent that Underwriter’s Unit Purchase Option and such demand registrations are received by the Maximum Number Company on the same date, then those two demand registrations will be handled pro rata in accordance with the number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesRegistrable Securities which such demanding holders have requested by included in such registration.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Insider Securities which the Demanding Holders desire to sell, sell taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders holders of the Company Company’s securities who desire to sellsell securities, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company shall include in such registration: (i) first, in the Registrable case of a Demand Registration, the Insider Securities as to which the Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities Insider Shares and Insider Warrant Shares underlying outstanding Insider Warrants, collectively, which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities Insider Shares and Insider Warrant Shares underlying outstanding Insider Warrants, collectively, held by each Demanding Holder) that can be sold without exceeding the Maximum Number of SharesSecurities; (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of SharesSecurities; (iii) third, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SharesSecurities; and (v) fourth, to the extent that the Maximum Number of Shares Securities have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesSecurities.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if (a) If a Demand Registration involves an underwritten Public Offering and the managing Underwriter or Underwriters for a Demand Registration that is shall advise the Issuer and the Selling Holders that, in its view, (i) the number of shares of Common Stock requested to be included in such registration (including Common Stock which the Issuer proposes to be included) or (ii) the inclusion of some or all of the shares of Common Stock owned by the Holders, in either case, exceeds the greatest number of shares of Common Stock which can be sold without having an underwritten adverse effect on such offering, including the price at which such shares of Common Stock can be sold (the "Maximum Offering Size"), the Issuer will include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all shares of Common Stock requested to be registered by the Selling Holders (allocated, if necessary for the offering advises not to exceed the Company and Maximum Offering Size, pro rata among such entities on the Demanding Holders in writing that basis of the dollar amount or relative number of shares of Registrable Securities Stock requested to be registered); (ii) second, all Registrable Stock requested to be included in such registration by any other Holder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Holders on the basis of the relative number of shares of Registrable Stock requested to be included in such registration); and (iii) third, any Common Stock proposed to be registered by the Issuer. (b) If a registration pursuant to Section 3.2 involves an underwritten Public Offering (other than in the case of an underwritten Public Offering requested by any Demand Registrant in a Demand Registration, in which case the Demanding Holders desire provisions with respect to sellpriority of inclusion in such offering set forth in Section 3.3(a) shall apply) and the managing Underwriter advises the Issuer that, taken together with all other in its view, the number of shares of Common Stock or other securities which the Company desires to sell Issuer and the shares of Common Stock, if any, as selling Holders intend to which include in such registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering priceMaximum Offering Size, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”), then the Company shall Issuer will include in such registration: , in the following priority, up to the Maximum Offering Size: (i) first, so much of the Registrable Securities as Common Stock proposed to which Demand Registration has been requested be registered by the Demanding Holders Issuer as would not cause the offering to exceed the Maximum Offering Size; and (PRO RATA ii) second, all Registrable Stock requested to be included in accordance with such registration statement by any Holder pursuant to Section 3.2 or otherwise (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 Securities which such Demanding Holder has Stock requested to be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iso included), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇EarlyBirdCapital, Inc. or its designees in connection with the Company’s 's initial public offering in ___2005______ 2004, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises Underwritten Offering advise the Company and the Demanding Holders in writing with respect to such Registration Statement that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock Shares or other securities which the Company desires to sell and the shares of Common StockShares, if any, as to or other securities which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders securityholders of the Company who desire to sellhave requested be included in the applicable Registration Statement, exceeds the maximum dollar amount or maximum number of shares Shares or other securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharesShares or other securities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata among the holders who have requested participation in accordance with the Demand Registration based, for each such holder, on the percentage derived by dividing (x) the number of shares Registrable Securities of such class which such holder has requested to include in such Demand Registration by (y) the aggregate number of Registrable Securities of such class which all such Demanding Holder has holders have requested be included in to include) (such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holderproportion is referred to herein as “Pro Rata”) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock Shares or other securities for the account of other persons Persons that the Company is obligated to register pursuant to written contractual arrangements with such persons Persons, and that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock securities that other shareholders security holders of the Company desire to sell that can be sold without exceeding the Maximum Number of Shares. To the extent that any Registrable Securities requested to be registered are excluded pursuant to the foregoing provisions, the holders shall have the right to one additional Demand Registration under this Section 2.1.4.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be unit purchase options issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or the underwriters and/or its designees in connection with the Company’s initial public offering in ___2005December 2005 (the “Unit Purchase Options”), if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, as a group, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and the Founders Securities as to which registration as demanded (PRO RATA pro rata among each such holder in accordance with the number of shares of Registrable Securities securities which such Demanding Holder holder has requested be included in such registration, regardless of the number quantity of shares of Registrable Securities securities held by each Demanding Holdersuch holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities Common Stock which the Demanding Holders desire Company desires to sell, taken together with all other shares of Common Stock or Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other securities than the holders of Registrable Securities hereunder, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 5.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in any such registration: (i) If the registration is undertaken for the Company's account: (iA) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of Common Stock or other securities that the number of shares of Registrable Securities held by each Demanding Holder) Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iA), the shares of Common Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such persons: (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiiC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with Registrable Securities held by each such persons and that can be sold without exceeding the Maximum Number of Sharesholder); and (vD) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (iA), (ii), B) and (iiiC), the shares of Common Stock that Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other shareholders stockholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by each such Demanding HolderHolders) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires as to sell which a FWB Demand Registration has been made that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthfifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iiiiv), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesShares to the extent that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (v).

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with Underwriter under the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) Underwriter Registration Rights Agreement that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that as to which demand has been requested by the Company desires to sell Investors that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) or (ii), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iiiii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthfifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iiiiv), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesShares to the extent that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (v).

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter, or Underwriters underwriters for a Demand Registration that is to be an underwritten offering offering, advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock Shares or other securities which the Company desires to sell and the shares of Common StockShares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the number of Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) and that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock Shares or other securities that the Company desires to sell and that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as "Pro Rata") as follows: (x) the Common Stock Shares or other securities registrable pursuant to the terms of the Registration Rights Agreement between the Company and the initial investors in the Company, dated as of , 2007 (the "Registration Rights Agreement" and such registrable securities, the "Investor Securities") as to which "piggy-back" registration has been requested by the holders thereof, and that can be sold without exceeding the Maximum Number of Shares; and (y) the Common Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇EarlyBirdCapital, Inc. or its designees in connection with the Company’s initial public offering in ___April 2005, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. Newbridge Securities Corporation and I-Bankers Securities Incorporated or its their designees in connection with the Company’s initial public offering in ___20052004, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities Common Stock which the Demanding Holders desire Company desires to sell, taken together with all other the shares of Common Stock or Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other securities than the holders of Registrable Securities hereunder, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 2.1, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in any such registration: a) If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of Common Stock or other securities that the number of shares of Registrable Securities held by each Demanding Holder) Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iA), the shares of Common Stock or other securities, if any, comprised of Option Securities and Initial Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata (pro rata in accordance with the number of shares that each such person has requested be included in such registration, regardless of the number of shares held by each such person), that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities Pro Rata, that can be sole without exceeding the Maximum Number of Shares and (D) fourth, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A), (B) and (C), shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; b) If the registration is a “demand” registration undertaken at the demand of holders of Option Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiiC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the shares of Initial Securities, Pro Rata, as to which registration has been requested that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C) shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Shares; and (E) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and persons, that can be sold without exceeding the Maximum Number of Shares; and and c) If the registration is a “demand” registration undertaken at the demand of holders of Initial Securities, (vA) fourthfirst, the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses clause (i), (ii), and (iiiA), the shares of Common Stock or other securities that other shareholders desire the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Option Securities, Pro Rata, as to which registration has been requested that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses, the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares and (E) fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of 0Shares; and d) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities or of Option Securities or the Initial Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Initial Securities and Option Securities, Pro Rata, as to which registration has been requested, that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof; and (E) fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company Purchaser and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock Purchaser Ordinary Shares or other securities which the Company Purchaser desires to sell and the shares of Common StockPurchaser Ordinary Shares or other securities, if any, as to which registration by Purchaser has been requested pursuant to written contractual piggy-back registration rights held by other shareholders security holders of the Company Purchaser who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company Purchaser shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder securities that each applicable Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holdersuch Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock Purchaser Ordinary Shares or other securities that the Company Purchaser desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock Purchaser Ordinary Shares or other securities for the account of other persons Persons that the Company Purchaser is obligated to register pursuant to written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to . In the extent event that Purchaser securities that are convertible into Purchaser Ordinary Shares are included in the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii)offering, the shares of Common Stock that other shareholders desire calculations under this Section 2.1.4 shall include such Purchaser securities on an as-converted to sell that can be sold without exceeding the Maximum Number of SharesPurchaser Ordinary Share basis.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public If a Demand Registration involves an offering in ___2005, if conducted by an Underwriter and the managing Underwriter or Underwriters for a such Demand Registration that is to be an underwritten offering advises advise the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, or the Commission otherwise requires that the number of such securities to be registered for sale pursuant to such offering be reduced (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which securities that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holdersuch Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SharesSecurities; (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of SharesSecurities; (iii) third, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i) and (ii), the Prior Registrable Securities and the Option Securities (as defined in the Prior Registration Rights Agreement) for the account of the holders of the Unit Purchase Options (as defined in the Prior Registration Rights Agreement); and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other securities for the account of other persons Persons that the Company is obligated to register pursuant to written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesSecurities.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter or Underwriters underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch Person (such proportion is referred to herein as "PRO RATA")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for or other securities registrable pursuant to the account terms of other persons that the Registration Rights Agreement between the Company is obligated and the initial investors in the Company, dated as of ________, 2006 (the "REGISTRATION RIGHTS AGREEMENT" and such registrable securities, the "INVESTOR SECURITIES") as to register pursuant to written contractual arrangements with such persons and which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the account of other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by each such Demanding HolderHolders) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires as to sell which a DBSI Demand Registration has been made that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthfifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iiiiv), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesShares to the extent that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (v).

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other Securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders securityholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities any securities as to which Demand Registration the demand registration has been requested by made pursuant to the Demanding Holders terms of the Unit Purchase Option dated , 2006 (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has demanding holder requested be included in such registration, registration regardless of the number of shares of Registrable Securities held by each Demanding Holderdemanding holder) that can be sold without exceeding the Maximum Number maximum number of Sharesshares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iiiii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthfifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iiiiv), the shares of Common Stock or other securities that other shareholders securityholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject If the managing underwriter(s) for a Company registration pursuant to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with Section 2(d)(i) advises the Company’s initial public offering , in ___2005writing, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual any other outstanding piggy-back registration rights held by or which other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number Maximum Number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”)Shares, then the Company shall include in such registration: (i: a) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of Common Stock that the number of shares of Registrable Securities held by each Demanding Holder) Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (ii; b) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (ia), Registrable Securities as to which registration has been requested by the Holders (pro rata in accordance with the number of shares of Common Stock or other securities that the Company desires to sell Registrable Securities which such Holder has requested be included in such registration) that can be sold without exceeding the Maximum Number of Shares; (iii; c) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (ia) and (iib), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements any other registration rights agreement (to be allocated among the persons requesting inclusion in such registration pursuant to such agreements pro rata in accordance with the number of shares of Common Stock with respect to which such persons and person has the right to request such inclusion under such agreements, regardless of the number of shares which such person has actually requested be included in such registration) that can be sold without exceeding the Maximum Number of Shares; and (vand d) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (ia), (ii), b) and (iiic), the shares of Common Stock that other shareholders stockholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch person (such proportion is referred to herein as "Pro Rata")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register registrable pursuant to written contractual arrangements the terms of the Unit Purchase Option issued to Jesup & Lamont Securities Corp. in connection with the Company's initi▇▇ ▇▇blic offering (the "Unit Purchase Option" and such persons and registrable shares of Common Stock, the "Option Securities") as to which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the account of other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Underwritten Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that that, in such Underwriter’s or Underwriters’ opinion, the dollar amount or number of shares of Registrable Securities which that the Demanding Holders desire to sell, taken together with all other shares of Class A Common Stock or other securities which that the Company desires to sell and the shares of Class A Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: registration (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause clause (i), ) the shares of Class A Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the any shares of Class A Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding persons, as to which “piggy-back” registration has been requested by the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell holders thereof that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch Person (such proportion is referred to herein as "PRO RATA")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of or other persons that the Company is obligated to register securities registrable pursuant to written contractual arrangements the terms of the Unit Purchase Option issued to ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. and EarlyBirdCapital, Inc. or their respective designees in connection with the Company's initial public offering (the "UNIT PURCHASE OPTION" and such persons and registrable securities, the "OPTION SECURITIES") as to which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the account of other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the piggy-back registration rights of the holders of securities issued or issuable upon exercise set forth in Section 5.2 of those certain Unit Purchase Options to be issued to F▇▇▇▇▇Chardan Capital Markets, B▇▇▇▇ W▇▇▇▇, Inc. LLC or its designees in connection with the Company’s 's initial public offering in ___2005______ 2007 (the "Unit Purchase Options"), which rights in no way shall be limited by the Maximum Number of Shares (as hereafter defined) to be included in the registration statement pursuant to this Section 2.1.4, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises advise the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, but excluding the “MAXIMUM NUMBER OF SHARES”Warrants, the "Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities any securities as to which Demand Registration the demand registration has been requested by made pursuant to the Demanding Holders terms of the Unit Purchase Option dated , 2006 (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has demanding holder requested be included in such registration, registration regardless of the number of shares of Registrable Securities held by each Demanding Holderdemanding holder) that can be sold without exceeding the Maximum Number maximum number of Sharesshares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iiiii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthfifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iiiiv), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter or Underwriters underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock Shares or other securities which the Company desires to sell and the shares of Common StockShares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch Person (such proportion is referred to herein as "PRO RATA")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares Common Shares or other securities registrable pursuant to the terms of Common Stock for the account of other persons that Registration Rights Agreement between the Company is obligated and the initial investors in the Company, dated as of ____________, 2007 (the "REGISTRATION RIGHTS AGREEMENT" and such registrable securities, the "INVESTOR SECURITIES") as to register pursuant to written contractual arrangements with such persons and which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares Common Shares or other securities for the account of Common Stock other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company Purchaser and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Purchaser Common Stock Shares or other securities which the Company Purchaser desires to sell and the shares of Purchaser Common StockShares or other securities, if any, as to which registration by Purchaser has been requested pursuant to written contractual piggy-back registration rights held by other shareholders security holders of the Company Purchaser who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company Purchaser shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder securities that each applicable Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holdersuch Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Purchaser Common Stock Shares or other securities that the Company Purchaser desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock Shares or other securities for the account of other persons Persons that the Company Purchaser is obligated to register pursuant to written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to . In the extent event that Purchaser securities that are convertible into Purchaser Common Shares are included in the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii)offering, the shares of calculations under this Section 2.1.4 shall include such Purchaser securities on an as-converted to Purchaser Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesShare basis.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇EarlyBirdCapital, Inc. or its designees in connection with the Company’s 's initial public offering in _________ 2005, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the piggy-back registration rights of the holders of securities issued or issuable upon exercise of set forth in those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇Pali Capital, Inc. or its designees in connection with the Company’s initial public offering (the “Unit Purchase Options” and such registrable securities, the “Option Securities”), which rights in ___2005no way shall be limited by the Maximum Number of Securities to be included in the Registration Statement pursuant to this Section 2.1.3, if the Company chooses to engage in an underwritten public offering of a Demand Registration and if the managing Underwriter underwriter or Underwriters underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which securities that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holdersuch Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SharesSecurities; (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of SharesSecurities; (iii) third, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesSecurities.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities proposing to distribute their securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Registrable Securities Common Stock which the Demanding Holders desire Company desires to sell, taken together with all other shares of Common Stock or Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other securities than the holders of Registrable Securities, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 5.12, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of Common Stock or other securities that the number of shares of Registrable Securities held by each Demanding Holder) Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iA), the shares of Common Stock as to which registration has been requested in the manner described in Section 5.12(a) of those certain Subscription Agreements that the Company entered into with the purchasers of shares of its Series E Convertible Preferred Stock dated April 16, 2018 or May 17, 2018, as applicable (the “Series E Subscription Agreements”) that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested in the manner described in Section 5.12(a) of this Agreement that can be sold without exceeding the Maximum Number of Shares (pro rata among participating holders of Registrable Securities based on the number of Registrable Securities requested to be included in such registration); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiiC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the shares of Common Stock as to which registration has been requested pursuant to the terms of the Series E Subscription Agreements that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Registrable Securities as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Shares (pro rata among participating holders of Registrable Securities based on the number of Registrable Securities requested to be included in such registration); and (E) fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthpersons, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. Newbridge Securities Corporation and I-Bankers Securities Incorporated or its their designees in connection with the Company’s 's initial public offering in ___2005July 2004, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject If the Company chooses to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees engage in connection with the Company’s initial an underwritten public offering in ___2005, of a Demand Registration and if the managing Underwriter underwriter or Underwriters underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which securities that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holdersuch Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SharesSecurities; (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of SharesSecurities; (iii) third, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons Persons that the Company is obligated to register pursuant to written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesSecurities.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities Common Stock which the Demanding Holders desire Company desires to sell, taken together with all the Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other shares than the holders of Common Stock or other securities Registrable Securities hereunder, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 1, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in any such registration: (a) If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities as share of Common Stock or other securities that the Company desires to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iA), the share of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each such Subscriber (“Pro Rata”), that can be sold without exceeding the Maximum Number of shares of Common Stock; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and (b) If the registration is a “demand” or “piggyback” registration undertaken at the demand of holders of shares of Common Stock, (A) first, the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiiC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthpersons, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter or Underwriters underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities Common Stock which the Demanding Holders desire Company desires to sell, taken together with all the Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other shares than the holders of Common Stock or other securities Registrable Securities hereunder, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 1, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in any such registration: (a) If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities as share of Common Stock or other securities that the Company desires to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iA), the share of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each such Subscriber (“Pro Rata”), that can be sold without exceeding the Maximum Number of shares of Common Stock; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and (b) If the registration is a “demand” (including a registration that was filed on behalf of holders of the Company’s securities pursuant to contractual rights that existed prior to the date of the sale of the Purchased Shares) or “piggyback” registration undertaken at the demand of holders of shares of Common Stock, (A) first, the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiiC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthpersons, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders Holders, in writing writing, that the dollar amount or number of shares of Registrable Securities which the Demanding Holders and other holders of Registrable Securities desire to sell, taken sell pursuant to Section 2.1(a) together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to or which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, method or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and other holders of Registrable Securities (PRO RATA pro rata in accordance with the number of shares of Registrable Securities held by each Demanding Holder and the other holders of Registrable Securities requesting to be included in the registration, regardless of the number of shares of Registrable Securities which such Demanding Holder or other holders of Registrable Securities has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; , (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; Shares and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter or Underwriters underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities Common Stock which the Demanding Holders desire Company desires to sell, taken together with all the Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other shares than the holders of Common Stock or other securities Registrable Securities hereunder, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 1, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in any such registration: (a) If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities as share of Common Stock or other securities that the Company desires to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iA), the share of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each such Subscriber (“Pro Rata”), that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and (b) If the registration is a “demand” (including a registration that was filed on behalf of holders of the Company’s securities pursuant to contractual rights that existed prior to the date of the sale of the Purchased Units) or “piggyback” registration undertaken at the demand of holders of shares of Common Stock, (A) first, the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiiC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthpersons, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter or Underwriters underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock Shares or other securities which the Company desires to sell and the shares of Common StockShares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch Person (such proportion is referred to herein as "PRO RATA")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares Common Shares or other securities registrable pursuant to the terms of Common Stock for the account of other persons that Registration Rights Agreement between the Company is obligated and the initial investors in the Company, dated as of October __, 2007 (the "REGISTRATION RIGHTS AGREEMENT" and such registrable securities, the "INVESTOR SECURITIES") as to register pursuant to written contractual arrangements with such persons and which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares Common Shares or other securities for the account of Common Stock other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders Holders, in writing writing, that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual any outstanding piggy-back registration rights held by or which other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, method or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: : (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities held by each Demanding Holder, regardless of the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; ; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), and subject to any priority rights of any other shareholders of the Company, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; ; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements any other registration rights agreement (to be allocated among the persons requesting inclusion in such registration pursuant to such agreements pro rata in accordance with the number of shares of Common Stock with respect to which such persons and person has the right to request such inclusion under such agreements, regardless of the number of shares which such person has actually requested be included in such registration) that can be sold without exceeding the Maximum Number of Shares; and and (viv) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (i), (ii), ) and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter or Underwriters underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sellsell pursuant to the underwritten offering, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders that want to participate in such underwritten offering (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch Person (such proportion is referred to herein as "Pro Rata")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for or other securities registrable pursuant to the account terms of other persons that the Registration Rights Agreement between the Company is obligated and the initial investors in the Company, dated as of , 2006 (the "Registration Rights Agreement" and such registrable securities, the "Investor Securities") as to register pursuant to written contractual arrangements with such persons and which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the account of other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire are proposed to sellbe sold, taken together with all other shares of Common Stock Ordinary Shares or other securities which the Company desires to sell and the shares of Common StockOrdinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Ordinary Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Ordinary Shares which each such person has actually requested to be included in such registration, regardless of the number of Ordinary Shares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of the holders of Registrable Securities pursuant to written contractual arrangements with such persons, (A) first, the Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the shares of Common Stock for Ordinary Shares, if any, including the account of other persons that the Company is obligated Registrable Securities, as to register which registration has been requested pursuant to written contractual arrangements piggy-back registration rights of security holders (pro rata in accordance with the number of Ordinary Shares which each such person has actually requested to be included in such registration, regardless of the number of Ordinary Shares with respect to which such persons and that can be sold without exceeding have the Maximum Number of Shares; and (vright to request such inclusion) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities which Common Stock that the Demanding Holders desire Company desires to sell, taken together with all other shares of Common Stock or Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other securities than the holders of Registrable Securities hereunder, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number Maximum Number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”)Shares, then the Company shall include in any such registration: : (i) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares together with the Registrable Securities as to which Demand Registration registration has been requested by and any other shares of Common Stock or other securities as to which registration has been requested pursuant to the Demanding Holders Purchase Option (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which each such Demanding Holder person has actually requested to be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) registration that can be sold without exceeding the Maximum Number of Shares; ), (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other securities that the Company desires shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares; , and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourthStock, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i)if any, (ii), and (iii), the shares of Common Stock that other shareholders stockholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter or Underwriters underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities Common Stock which the Demanding Holders desire Company desires to sell, taken together with all other shares of Common Stock or Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other securities than the Holders of Registrable Securities hereunder, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 8, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in any such registration: If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of Common Stock or other securities that the number of shares of Registrable Securities held by each Demanding Holder) Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iA), the shares of Common Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security Holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and If the registration is a “demand” registration undertaken at the demand of persons other than the Holder of Registrable Securities pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiiC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the shares of Common Stock for the account of other persons that the Company is obligated Registrable Securities as to register which registration has been requested under this Section 8 and any Shares as to which registration has been requested pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that piggy-back registration rights which other shareholders stockholders desire to sell that can be sold without exceeding the Maximum Number of SharesShares (pro rata in accordance with the number of shares of Registrable Securities held by each such Holder).

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters underwriter(s) for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders and the other Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual any other outstanding piggy-back registration rights held by or which other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, method or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i: a) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and the other Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registrationheld by each Holder, regardless of the number of shares of Registrable Securities held by each Demanding Holderwhich such Holder has requested be included in such registration) that can be sold without exceeding the Maximum Number of Shares; (ii; b) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (iia), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements any other registration rights agreement (to be allocated among the persons requesting inclusion in such registration pursuant to such agreements pro rata in accordance with the number of shares of Common Stock with respect to which such persons and person has the right to request such inclusion under such agreements, regardless of the number of shares which such person has actually requested be included in such registration) that can be sold without exceeding the Maximum Number of Shares; and (vand\ c) fourththird, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (i), (ii), a) and (iiib), the shares of Common Stock that other shareholders stockholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. I-Bankers Securities Incorporated and Newbridge Securities Corporation or its their designees in connection with the Company’s 's initial public offering in ___20052004, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders Holders, in writing writing, that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual the piggy-back registration rights held by under the FSA Registration Rights Agreement and the Stanwich Registration Rights Agreement or which other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, method or the probability of success of such offering (such maximum dollar amount or maximum number the "Maximum Number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”Shares"), then the Company shall include in such registration: : (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities held by each Demanding Holder, regardless of the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; ; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or for the account of other securities persons that the Company desires is obligated to sell register pursuant to the FSA Registration Rights Agreement and the Stanwich Registration Rights Agreement (to be allocated among the persons requesting inclusion in such registration pursuant to such agreements pro rata in accordance with the number of shares of Common Stock with respect to which such person has the right to request such inclusion under such agreements, regardless of the number of shares which such person has actually requested be included in such registration) that can be sold without exceeding the Maximum Number of Shares; ; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated desires to register pursuant to written contractual arrangements with such persons and sell that can be sold without exceeding the Maximum Number of Shares; and and (viv) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (i), (ii), ) and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch Person (such proportion is referred to herein as "PRO RATA")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of or other persons that the Company is obligated to register securities registrable pursuant to written contractual arrangements the terms of the Unit Purchase Option issued to Ladenburg Thalmann & Co. Inc. or its designees in connection with the Compa▇▇'▇ ▇▇itial public offering (the "UNIT PURCHASE OPTION" and such persons and registrable securities, the "OPTION SECURITIES") as to which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the account of other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company Registrants and the Demanding Holders holders of Restricted Shares in writing that the dollar amount or number of shares of Registrable Securities Shares which the Demanding Holders Registrants desire to sell, taken together with all Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other shares than the holders of Common Stock or other securities Restricted Shares hereunder, the Restricted Shares as to which the Company desires to sell registration has been requested under this Section 2.2, and the shares of Common StockShares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders of the Company who desire to sellTrust, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, timing the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), ) then the Company Registrants shall include in any such registration: (a) If the registration is undertaken for the Registrants’ account: (i) first, the Registrable Securities as shares or other securities that the Registrants desire to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) sell that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares, if any, including the Restricted Shares as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares which each such person has actually requested to be included in such registration, regardless of Common Stock the number of shares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (b) If the registration is a “demand” registration undertaken at the demand of persons other than the Shareholder pursuant to written contractual arrangements with such persons, (i) first, the shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Shares or other securities that the Company desires Registrants desire to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Restricted Shares as to which registration has been requested under this Section 2.3 (pro rata in accordance with the number of shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with Restricted Shares held by each such persons and that can be sold without exceeding the Maximum Number of SharesShareholder); and (viv) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (i), (ii), ) and (iii), the shares shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other holders of Common Stock that other shareholders Shares desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. I-Bankers Securities Incorporated and Newbridge Securities Corporation or its their designees in connection with the Company’s 's initial public offering in ___February 2005, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back piggyback registration rights held by other shareholders security holders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities that other shareholders security holders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the piggy-back registration rights of the holders of securities issued or issuable upon exercise of those set forth in that certain Unit Purchase Options Option, including amendments to be and substitutions thereof, issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Deutsche Bank Securities Inc. or its designees in connection with the Company’s initial public offering of Vantage Energy Services, Inc. (the "Unit Purchase Options" and such registrable securities thereunder, the "Option Securities"), and in ___2005that certain registration rights agreement between the Company and F3 Capital ("F3 Securities"), which rights in no way shall be limited by the Maximum Number of Shares to be included in the Registration Statement pursuant to this Section 2.1.4, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other Securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders securityholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities that other shareholders securityholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Requesting Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stocksell, if any, and securities as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders securityholders of the Company who desire to sellsell (such other sellers, the "Other Sellers"), if any, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which that each such Demanding Holder Person has requested be included in such registration, regardless of Demand Registration bears to the number of shares of Registrable Securities held by each that all Demanding HolderHolders requested be included in such Demand Registration) that can be sold without exceeding the Maximum Number of Shares; , (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares Shares and other securities requested to be included by the Other Sellers who are "Purchasers", "Investors" and/or "Holders" under any of Common Stock or the Other Agreements (pro rata in accordance with the number of securities that each such Other Seller has requested be included in such Demand Registration bears to the number of Shares and other securities that the Company desires to sell all such Other Sellers requested be included in such Demand Registration) that can be sold without exceeding the Maximum Number of Shares; , (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii)) the Shares and other securities requested to be included by the Other Sellers who are not "Purchasers", "Investors" and/or "Holders" under any of the shares Other Agreements (pro rata in accordance with the number of Common Stock for Shares and other securities that each such Other Seller has requested be included in such Demand Registration bears to the account number of Shares and other persons securities that the Company is obligated to register pursuant to written contractual arrangements with all such persons and Other Sellers requested be included in such Demand Registration) that can be sold without exceeding the Maximum Number of Shares; Shares and (viv) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (i), (ii), ) and (iii), the shares of Common Stock Shares or other securities that other shareholders desire the Company desires to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter underwriter or Underwriters underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock Ordinary Shares or other securities which the Company desires to sell and the shares of Common StockOrdinary Shares or other securities, if any, as to which registration has been requested pursuant to written contractual “piggy-back back” registration rights held by other shareholders securityholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares Ordinary Shares or other securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharesOrdinary Shares or other securities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which Ordinary Shares or other securities that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities Ordinary Shares or other securities held by each Demanding Holdersuch Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares Ordinary Shares or other securities registrable pursuant to the terms of Common Stock for the account of other persons that Registration Rights Agreement between the Company is obligated and the initial investors in the Company, dated as of [●], 2012 (the “Registration Rights Agreement” and such registrable securities, the “Investor Securities”) as to register pursuant to written contractual arrangements with such persons and which “piggy-back” registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares Ordinary Shares or other securities for the account of Common Stock other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to If the rights managing underwriter or underwriters of a proposed Underwritten Offering of a class of Registrable Securities included in a Demand Registration, inform the holders of securities issued such Registrable Securities and the Company (or issuable upon exercise the holders of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees Registrable Securities who have requested the Demand Registration in connection with the Company’s initial public offering in ___2005, if the managing Underwriter or Underwriters for case of a Demand Registration that is not being underwritten, inform the Company) in writing that, in its or their opinion, the number of securities of such class requested to be an underwritten offering advises included in such Demand Registration, including securities of the Company and for its own account or for the Demanding Holders in writing that the dollar amount or number account of shares other Persons who are not holders of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which that the Company desires to sell and the shares of Common Stock, if any, any securities as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell(as described in Section 2.3), exceeds the maximum dollar amount or maximum number of shares securities, as applicable, that can be sold in such offering without adversely affecting being likely to have a significant adverse effect on the proposed offering price, timing or distribution of the timing, the distribution method, class of securities offered or the probability market for the class of success of such offering securities offered (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company shall include in such registration: : (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA Holders, in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without an amount up to but not exceeding the Maximum Number of Shares; Securities (allocated pro rata among the holders who have requested participation in the Demand Registration, based, for each such holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (y) the aggregate number of Registrable Securities of such class which all such holders have requested to include); (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; Securities; (iii) third, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock securities for the account of other persons Persons that the Company is obligated to register pursuant to written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of SharesSecurities; and and (viv) fourth, to the extent that the Maximum Number of Shares Securities have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock securities that other shareholders security holders of the Company desire to sell that can be sold without exceeding the Maximum Number of SharesSecurities. To the extent that any Registrable Securities requested to be registered are excluded pursuant to the foregoing provisions, the holders shall have the right to one additional Demand Registration under this Section 2.2.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding HolderHolder (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of or other persons that the Company is obligated to register securities registrable pursuant to written contractual arrangements the terms of the Unit Purchase Option issued to Lazard Capital Markets LLC or its designees in connection with the Company’s initial public offering (the “Unit Purchase Option” and such persons and registrable securities, the “Option Securities”) as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the account of other persons that other shareholders desire the Company is obligated to sell register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Threshold”), then the Company shall include in such registration: (ia) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holdersuch Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SharesThreshold; (iib) second, to the extent that the Maximum Number of Shares Threshold has not been reached under the foregoing clause (ia), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of SharesThreshold; (iiic) third, to the extent that the Maximum Number of Shares Threshold has not been reached under the foregoing clauses (ia) and (iib), the shares of Common Stock or other securities for the account of other persons Persons that the Company is obligated to register pursuant to written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of SharesThreshold; and (vd) fourth, to the extent that the Maximum Number of Shares have Threshold has not been reached under the foregoing clauses (ia), (ii), b) and (iiic), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesThreshold to the extent that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (d).

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a --------------------- Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in --- ---- accordance with the number of shares of Registrable Securities held by each Demanding Holder, regardless of the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons (to be allocated among the persons requesting inclusion in such registration pursuant to such contractual arrangements pro rata in accordance with the number of shares --- ---- of Common Stock with respect to which such persons have the right to request such inclusion under such contractual arrangements, regardless of the number of shares which each such person has actually requested to be included in such registration) and that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), ) and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters underwriter(s) for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders of Registrable Securities that in writing that their opinion the dollar amount or number of shares of Registrable Securities which Common Shares or other securities, if any, that the Demanding Holders desire Company desires to sell, taken together with all other shares of Common Stock Shares or other securities securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the Company desires Holders of Registrable Securities hereunder, the Registrable Securities as to sell which registration has been requested under this Section 2.2, and the shares of Common StockShares or other securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without materially adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Threshold”), then the Company shall include in such registrationoffering (A) if the registration is undertaken for the Company’s account: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Common Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number Threshold; (ii) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (i), the Common Shares or other securities, if any, comprised of SharesRegistrable Securities as to which registration has been requested pursuant to the terms hereof, pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person that can be sold without exceeding the Maximum Threshold; and (iii) third, to the extent that the Maximum Number of Shares Threshold has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock Shares or other securities for the account of other persons Persons that the Company is obligated to register pursuant to written contractual arrangements piggy-back registration rights with such persons other Persons and that can be sold without exceeding the Maximum Number of SharesThreshold; and (vB) fourthif the registration or prospectus filing is undertaken for the account of a holder of Common Shares other than the Registrable Securities: (i) first, the Common Shares or other securities that the holders requesting such underwritten offering and the holders of Registrable Securities desire to include in such offering, allocated pro rata among such holders on the basis of the number of shares of Common Shares (on a fully diluted basis) and the number of Registrable Securities, as applicable, owned by all such holders without exceeding the Maximum Threshold; and (ii) second, to the extent that the Maximum Number of Shares have Threshold has not been reached under the foregoing clauses clause (i), (ii), and (iii), the shares of Common Stock that Shares or other shareholders desire to sell that can be sold without exceeding the Maximum Number of Sharessecurities allocated among such other holders in such manner as they agree.

Reduction of Offering. Subject (a) If the managing underwriter or underwriters of any underwritten offering described in Section 2.1 have informed, in writing, the selling Holders of the Successor Warrant Shares requesting inclusion in such offering that it is their opinion that the total amount of Successor Corporation Shares (or other equity securities) which the Company, the selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the amount of Successor Corporation Shares to be offered for the account of the selling Holders and all other Persons (other than the Successor Corporation) participating in such registration shall be reduced or limited pro rata in proportion to the rights respective amounts of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options Successor Corporation Shares requested to be issued registered to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if extent necessary to reduce the managing Underwriter or Underwriters for a Demand Registration that is total amount of Successor Corporation Shares requested to be an underwritten included in such offering advises to the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockSuccessor Corporation Shares, if any, recommended by such managing underwriters. (b) If, as a result of the proration provisions of this Section 2.2, any selling Holder shall not be entitled to include all Successor Warrant Shares in a Piggy-Back Registration that such selling Holder has requested to be included, such selling Holder may elect to withdraw his request to include Successor Warrant Shares in such registration; provided, however, that such a -------- ------- withdrawal shall be irrevocable and, after making such withdrawal, a selling Holder shall no longer have any right to include Successor Warrant Shares in the registration as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shareswithdrawal was made.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇ ▇▇▇▇▇ W▇▇▇▇Securities, Inc. or its designees in connection with the Company’s initial public offering in ___2005's Initial Public Offering, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇▇, B▇▇▇▇▇ W▇▇▇▇▇, Inc. or its designees in connection with the Company’s 's initial public offering in ___20052005 and the holders of securities that are subject to registration rights agreements entered into prior to the date hereof, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders Investors in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders Investors desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “"MAXIMUM NUMBER OF SHARES”"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders Investors (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder Investor has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding HolderInvestor) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters Underwriter(s) for a Demand Registration that is to be an underwritten offering advises advise(s) the Company and the each Demanding Holders in writing Shareholder that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire Shareholder(s) desire(s) to sell, taken together with all other shares of Common Stock Shares or other securities which Demanding Shareholder(s) have agreed may be included in the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to selloffering, exceeds the maximum dollar amount or maximum number of shares Common Shares or other securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, method or the probability of success of such offering (such maximum dollar amount or maximum number of sharesCommon Shares or other securities, as applicable, the “MAXIMUM NUMBER OF SHARES”"Registered Offering Cap"), then the Company shall include in such registration: (i) first, the Registrable Securities which Demanding Shareholder(s) have demanded be included in the Demand Registration; provided, however, if the aggregate number of Registrable Securities as to which Demand Registration has been requested by exceeds the Registered Offering Cap, then the number of Registrable Securities that may be included shall be reduced to the Registered Offering Cap and the participation in the Demand Registration shall be allocated to Demanding Holders Shareholders pro rata (PRO RATA in accordance with the number of shares of Registrable Securities which such each Demanding Holder Shareholder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of SharesDemand Registration); (ii) second, to the extent that the Maximum Number of Shares Registered Offering Cap has not been reached under the foregoing clause (i), the shares of Common Stock Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of SharesRegistered Offering Cap; and (iii) third, to the extent that the Maximum Number of Shares Registered Offering Cap has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock Shares or other securities for the account of other persons that security holders of the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesRegistered Offering Cap.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters for a Demand Piggy-Back Registration that is to be an underwritten offering advises the Company and the Demanding Holders holders of Registrable Securities in writing that the dollar amount or number of shares of Registrable Securities Common Stock which the Demanding Holders desire Company desires to sell, taken together with all other shares of Common Stock or Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other securities than the holders of Registrable Securities hereunder, the Registrable Securities as to which the Company desires to sell registration has been requested under this Section 5.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights held by of other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Shares”), then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of Common Stock or other securities that the number of shares of Registrable Securities held by each Demanding Holder) Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (iA), the shares of Common Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such persons: (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiiC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (iA) and (iiB), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with Registrable Securities held by each such persons and that can be sold without exceeding the Maximum Number of Sharesholder); and (vD) fourth, to the extent that the Maximum Number of Shares have has not been reached under the foregoing clauses (iA), (ii), B) and (iiiC), the shares of Common Stock that Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other shareholders stockholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public If a Demand Registration involves an underwritten offering in ___2005, if and the managing Underwriter or Underwriters for a such Demand Registration that is to be an underwritten offering advises advise the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, or the Commission otherwise requires that the number of such securities to be registered for sale pursuant to such offering be reduced (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and the Registrable Securities, if any, as to which a Piggy-Back Registration has been requested pursuant to Section 2.2.1 (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which securities that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holdersuch Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SharesSecurities; (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesSecurities.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or Underwriters Underwriter(s) for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding Holders desire to sell, taken together with all other shares of REC Common Stock or other securities which the Company desires to sell and the shares of REC Common StockStock or other Company securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders holders of the Company Company’s securities who desire to sellsell securities, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting in a material manner the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARESMaximum Number of Securities”), then the Company shall include in such registration: : (i) first, in the case of a Demand Registration, the Registrable Securities as to which the Demand Registration has been requested by to be included in the Demanding Holders (PRO RATA offering that can be sold without exceeding the Maximum Number of Securities, pro rata in accordance with the number of shares of Registrable Securities which Shares (including REC Warrant Shares underlying REC Warrants) that such Demanding Holder has Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Shares (including REC Warrant Shares underlying REC Warrants) with respect to which such Demanding Holder) that can be sold without exceeding Holders have the Maximum Number of Shares; right to request such inclusion; (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), the shares of REC Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; Securities; (iii) third, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i) and (ii), the shares of REC Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SharesSecurities; and and (viv) fourth, to the extent that the Maximum Number of Shares Securities have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of REC Common Stock or other securities that other shareholders desire to sell sell, and the Company elects to include in the registration, that can be sold without exceeding the Maximum Number of SharesSecurities.

Reduction of Offering. Subject If the Company chooses to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees engage in connection with the Company’s initial an underwritten public offering in ___2005, of a Demand Registration and if the managing Underwriter underwriter or Underwriters underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common StockStock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of sharessecurities, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Securities"), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in accordance with the number of shares of Registrable Securities which securities that each such Demanding Holder Person has requested be included in such registration, regardless of the number of shares of Registrable Securities securities held by each Demanding Holdersuch Person (such proportion is referred to herein as "Pro Rata")) that can be sold without exceeding the Maximum Number of SharesSecurities; (ii) second, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of SharesSecurities; (iii) third, to the extent that the Maximum Number of Shares Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons Persons that the Company is obligated to register pursuant to written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of SharesSecurities.

Reduction of Offering. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Inc. or its designees in connection with the Company’s initial public offering in ___2005, if If the managing Underwriter or --------------------- Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities Placement Shares which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”"Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the Registrable Securities Placement Shares as to which Demand Registration has been requested by the Demanding Holders (PRO RATA pro rata in --- ---- accordance with the number of shares of Registrable Securities Placement Shares held by each Demanding Holder, regardless of the number of shares of Placement Shares which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons (to be allocated among the persons requesting inclusion in such registration pursuant to such contractual arrangements pro rata in accordance with the number --- ---- of shares of Common Stock with respect to which such persons have the right to request such inclusion under such contractual arrangements, regardless of the number of shares which each such person has actually requested to be included in such registration) and that can be sold without exceeding the Maximum Number of Shares; and (viv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), ) and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.