Extract to table

Any permitted transferee must agree in writing to be bound by the terms of the Stockholders' Agreement as a condition to the effectiveness of such transfer

Pinnacle Vista will be entitled to exercise its Demand Registration rights up to four (4) times in any twelve-month period; provided that (i) each Demand Registration must cover shares with an aggregate market value of at least $50 million (based on the closing price of our common stock on the trading day immediately preceding the date of the demand request), (ii) the Company shall not be required to effect more than two (2) Demand Registrations during any six-month period, and (iii) the Company may defer the filing of a registration statement for a period not to exceed 90 days (a "Blackout Period") if the Board determines in good faith that the filing of such registration statement would be materially detrimental to the Company, provided that the Company shall not exercise such deferral right more than twice in any twelve-month period

5 Cut-Back Provisions In the event that any underwritten offering pursuant to the Registration Rights Agreement is subject to marketing limitations as determined by the managing underwriter(s), the number of shares to be included in such offering will be reduced (or "cut back") in the following priority order: (i) first, shares held by any other stockholders exercising piggyback registration rights (other than the Holders) will be reduced pro rata, (ii) second, shares to be sold for the account of the Company will be reduced, and (iii) third, shares held by the Holders will be reduced pro rata among such Holders based on the number of shares each Holder has requested to be included; provided, however, that in the case of a piggyback registration initiated by the Company, shares to be sold for the account of the Company shall have priority over shares to be sold for the account of all other selling stockholders, and shares held by the Holders exercising piggyback registration rights shall be reduced pro rata among such Holders