THIRD AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

Exhibit 10.5

THIRD AMENDED AND RESTATED
STOCKHOLDERS’ AGREEMENT

      THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT , dated as of the 22nd day of February, 2009 (this “ Agreement ”), by and among HEALTHCARE SERVICES, INC., a Delaware corporation (the “ Company ”), ACCRETIVE INVESTORS SBIC, L.P., a Delaware limited partnership (“ Accretive ”), FW OAK HILL ACCRETIVE HEALTHCARE INVESTORS, L.P., a Delaware limited partnership (“ Oak Hill ”) (Accretive and Oak Hill are hereinafter sometimes referred to collectively as the “ Investors ” and each individually as an “ Investor ”), Mary Tolan, an individual resident of the State of Illinois (“ Tolan ”), Accretive Investors V, LLC, a Delaware limited liability company (“ Accretive Investors ”) and each of the other Persons listed on Schedule A hereto (such Persons, together with Tolan and Accretive Investors, are hereinafter sometimes referred to collectively as the “ Additional Stockholders ” and individually as an “Additional Stockholder”) (together with the Investors, hereinafter referred to collectively as the “ Investors and Additional Stockholders ”).

     This Third Amended and Restated Stockholders’ Agreement amends and restates in its entirety the Second Amended and Restated Stockholders’ Agreement, dated as of December 1, 2005, by and among the Company, the Investors, Tolan and Accretive Investors (the “ Second Amended and Restated Stockholders’ Agreement ”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth on Annex A hereto.

WITNESSETH:

      WHEREAS , the Investors and Additional Stockholders each own shares of the Company’s Capital Stock; and

      WHEREAS , certain non-voting shares of the Company’s Capital Stock currently held by the Additional Stockholders are being exchanged for voting shares of the Company’s Capital Stock pursuant to that certain Share Exchange Agreement, dated as of the date hereof, by and between the Company and the other Persons party thereto (the “ Share Exchange Agreement ”); and

      WHEREAS , as of the date hereof, in connection with and as a precondition to the consummation of the transactions contemplated by the Share Exchange Agreement, the Company, the Investors, Tolan and Accretive Investors desire to and do hereby amend and restate the Second Amended and Restated Stockholders’ Agreement as more particularly set forth herein, and the other Persons party hereto desire to become parties hereto.

      NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

     Section 1. Stock Ownership.

     Each Additional Stockholder severally represents and warrants that he, she or it is the record and beneficial owner of the shares of Capital Stock which is the subject of the Share Exchange Agreement.

     Section 2. Management of the Company; Board of Directors.

          2.1 The Investors and Additional Stockholders agree that the entire Board of Directors of the Company shall consist of between five (5) and nine (9) directors and they further agree to promptly take all necessary action to establish or amend, as the case may be, the Company’s by-laws or other organizational documents in order to effectuate the same. Subject to Section 2.2 below and applicable Delaware law, (A) Accretive shall have the right, for so long as it continues to own, in the aggregate, not less than five percent (5%) of the aggregate outstanding shares of the Capital Stock on a fully-diluted basis, to designate, remove or redesignate, at any time or from time to time, two (2) directors to the Company’s Board of Directors, (B) Oak Hill shall have the right, for so long as it continues to own not less than five percent (5%) of the aggregate outstanding shares of the Capital Stock on a fully-diluted basis, to designate, remove or redesignate, at any time or from time to time, one (1) director to the Company’s Board of Directors, (C) each of the Investors and the Additional Stockholders shall through November 15, 2009 vote his, her or its shares of Capital Stock for the election of each of Denis Nayden and Art Spiegel as a member of the Company’s Board of Directors, each such person to act as a Co-Chairman thereof, for a term at least through November 15, 2009; provided that if Mr. Nayden at any time ceases being a member of the Company’s Board of Directors by reason of incapacity or death (but not for any other reason, including but not limited to resignation or removal), or if, after November 15, 2009, the Investors and the Additional Stockholders do not vote their shares of Capital Stock for the election of Mr. Nayden, then Oak Hill shall have the right, for so long as it continues to own not less than five percent (5%) of the aggregate outstanding shares of the Capital Stock on a fully-diluted basis, to designate, remove or redesignate, at any time or from time to time, one (1) additional director to the Company’s Board of Directors in lieu of Mr. Nayden, and (D) each of the Investors shall, for so long as Tolan remains the Chief Executive Officer of the Company, vote its shares of Capital Stock for the election of Tolan to the Company’s Board of Directors. Four (4) additional directors, each of whom is an independent outside director, have been selected by the mutual agreement of the Investors. As of the date hereof, the Board of Directors of the Company is currently comprised of the following eight (8) persons:

          2.2 The members of the Board of Directors shall be elected at annual (or special) meetings of stockholders of the Company and each Investor and Additional Stockholder

agrees to vote all shares of Capital Stock owned or held of record by such Investor or Additional Stockholder, at each such annual (or special) meeting of stockholders at which directors of the Company are to be elected, in favor of, or take all actions by written consent in lieu of any such meeting as are necessary to cause, the election as members of the Board of Directors of the nominees of and as designated by the Investors in the manner provided in this Section 2.

          2.3 Each Investor and Additional Stockholder hereby agrees to vote all of his, her or its shares of Capital Stock from time to time and at all times in whatever manner necessary to effectuate the intent of the provisions of this Section 2.

          2.4 Whenever any vacancy in the Board of Directors (whether occurring by reason of incapacity, death, resignation, removal or otherwise, except as provided in Section 2.1) involving a designee of one of the Investors is to be filled, the Investor who designated, under the provisions of this Section 2, the director who no longer will be acting as a director (whether by reason of incapacity, death, resignation, removal or otherwise) shall designate a successor director to fill such vacancy. Whenever any vacancy in the Board of Directors (whether occurring by reason of incapacity, death, resignation, removal or otherwise) involving a director other than a designee of one of the Investors is to be filled, the Majority Stockholders shall designate a successor director to fill such vacancy.

          2.5 All decisions of the Board of Directors of the Company shall be made by the vote of a majority of the directors present and constituting a quorum at any meeting of the Board of Directors. Notwithstanding the foregoing, the Board of Directors of the Company shall not make any decision or take any action without the affirmative vote of at least one of the directors designated by either Accretive or Oak Hill.

          2.6 The Board of Directors of the Company may establish an Audit Committee, a Compensation Committee and such other committees as it deems advisable. Each of Accretive and Oak Hill, to the extent they have a right to designate one or more directors to the Company’s Board of Directors pursuant to Section 2.1, can choose to have one representative on each such committee, if any.

          2.7 Upon the presentation of appropriate documentation, the Company shall reimburse each director who is not an employee of the Company for all reasonable out-of-pocket costs and expenses incurred by such director in attending Board of Directors meetings.

          2.8 The Company shall, as soon as practicable, taking into account the Company’s financial condition, business and prospects, maintain Officer’s and Director’s Liability Insurance in a reasonable and customary amount for a business comparable to that of the Company with respect to the Company’s officers, consultants and members of the Company’s Board of Directors. Further, the Company shall take no action, absent the written consent of the Majority Stockholders, amending or repealing Article V of the Amended Certificate, pursuant to which Article the Company agrees to indemnify, to the maximum extent permitted by Delaware Law, each person who serves as a director or officer of the Company in connection with any action, suit or proceeding brought against such person by reason of the fact that he or she is or was a director or officer of the Company.

          2.9 During the term of this Agreement, each Investor and Additional Stockholder shall at all times vote, or cause to be voted, all shares then owned or controlled by him, her or it to effectuate the provisions of this Agreement.

     Section 3. [Intentionally Ommitted].

     Section 4. Restrictions on Disposition of Stock.

          4.1 Restrictions on Disposition . Except as expressly provided in Section 4.2 hereof, the Investors and Additional Stockholders of the Company may not, directly or indirectly, voluntarily or involuntarily, sell, transfer, gift, negotiate, pledge, hypothecate, assign or any other way dispose of (collectively, “ Dispose ” or a “ Disposition ”) any shares of the Company’s Capital Stock (or any other securities of the Company) now owned or hereafter acquired by him, her or it or any part thereof either during such Investor’s or Additional Stockholder’s corporate or other existence or lifetime, as the case may be, or upon its dissolution or liquidation or his or her death, as the case may be.

          4.2 Exceptions to Restrictions on Disposition . The restrictions set forth in Section 4.1 hereof shall not apply to any of the following Dispositions: (i) any repurchase or redemption by the Company from an Investor or Additional Stockholder of any shares of Capital Stock (or other securities of the Company), provided that such repurchase or redemption is effectuated in accordance with and is not in contravention of the terms of this Agreement, Delaware law, or as set forth in the Amended Certificate; (ii) in the case of an Investor or Additional Stockholder who is a natural person, to such Stockholder’s spouse, children, sisters or brothers (collectively, “ Family Members ” and, individually a “ Family Member ”) or any trust, limited partnership or limited liability company primarily for the benefit of a Family Member or Family Members; (iii) in the case of an Investor or Additional Stockholder that is not a natural person, to any successor, partner, parent, subsidiary or affiliate of such Investor or Additional Stockholder; or (iv) to any Person in accordance with the terms of Section 4.4 or Section 5 hereof; provided , however , with respect to any of the foregoing, that as a condition of such Disposition being effective, any such transferee shall agree in writing to be bound by, and the shares so transferred shall remain subject to, the terms and conditions of this Agreement.

          4.3 Disclosure of Offers to Purchase . If an Investor or Additional Stockholder receives a bona fide offer in writing from a third person (an “ Offer ”) to purchase all or a portion of such Investor’s or Additional Stockholder’s shares of Capital Stock (or any other securities of the Company), the Investor or Additional Stockholder receiving such Offer shall immediately give the Company and all of the members of the Board of Directors of the Company written notice (the “ Offer Notice ”) of the Offer, which notice shall set forth the terms of the Offer and the identity and business address of the offeror (the “ Offeror ”) and, if the Offer was made in writing, be accompanied by a copy of the Offer.

          4.4 Rights of First Refusal .

               (a) Except as otherwise provided in Section 4.2, and prior to the exercise of any rights provided in Section 5.1, in the event that an Investor or Additional Stockholder (the “ Offering Stockholder ”), desires to sell all or a portion of his, her or its shares

of Capital Stock (or any other securities of the Company) pursuant to an Offer, the Offering Stockholder shall give the Company the Offer Notice required under Section 4.3, and thereafter the Company shall have the option to purchase all of the shares that are subject to the Offer (the “ Offered Shares ”) at the same purchase price and on the same terms and conditions as set forth in the Offer and otherwise in accordance herewith (the “ Company Option ”). The Company shall exercise the Company Option by delivering written notice to the Offering Stockholder within fifteen (15) days (the “ Company Option Period ”) following receipt by the Company of the Offer Notice.

               (b) Except as otherwise provided in Sections 4.2 and 5.1, if the Company does not elect to exercise the Company Option within the Company Option Period, the Offering Stockholder, before he, she or it may sell the Offered Shares to the Offeror pursuant to the Offer, shall provide the Investors and Additional Stockholders with written notice thereof within ten (10) days immediately following the expiration of the Company Option Period, and the Investors and Additional Stockholders shall thereafter have the option (the “ Investor Option ”) to purchase all of the Offered Shares at the same purchase price and on the same terms and conditions as set forth in the Offer. To the extent the offering is oversubscribed it shall be divided pro rata according to the relative number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) held by such Investor or Additional Stockholder. The Investor Option shall be exercisable by written notice from the Investor or Additional Stockholder to the Offering Stockholder within fifteen (15) days immediately following receipt by the Investor or Additional Stockholder of the notice that the Company did not exercise the Company Option.

               (c) If options to purchase all of the Offered Shares are not exercised pursuant to Sections 4.4(a) or 4.4(b) hereof, then any such purchase or option to purchase shall be null and void, and the Offering Stockholder shall be entitled to sell all, but not less than all, of the Offered Shares to the Offeror, but only on the exact terms contained in the Offer not more than sixty (60) days after the expiration of the last option period contemplated by Sections 4.4(a) or 4.4(b) hereof. If the Offering Stockholder does not sell the Offered Shares in strict compliance with this subsection (c), any other Disposition of shares by such Offering Stockholder must be made pursuant to a new bona fide offer and subject to the provisions of this Section 4.4.

               (d) The closing of any purchase and sale contemplated by Section 4.4(a) or 4.4(b) hereof shall take place at the principal offices of the Company on the tenth (10 ^th ) day after the Company or the Investor or Additional Stockholder who has exercised an Investor Option, as the case may be, has agreed to purchase all, but not less than all, of the Offered Shares pursuant to the provisions of this Section 4.4, or such other time and at such other place as agreed upon by the parties. If any of the aforesaid closing dates fall on a Saturday, Sunday or legal holiday, then such closing shall be held on the next succeeding business day. At the closing, the Offering Stockholder shall deliver in exchange for the purchase price due hereunder (i) certificates for the shares of Capital Stock (or other securities of the Company) being sold duly endorsed for transfer and with all applicable documentary and/or transfer stamps affixed, (ii) at the request of the Board of Directors of the Company, the Offering Stockholder’s (or its or his or her designee(s), as the case may be) written resignation as a director and/or officer of the Company and any of its affiliates, all effective as of such closing, and (iii) representations customary for transactions of this type, including but not limited to the following: that the

Offering Stockholder owns the securities being sold free and clear of all liens, claims and encumbrances; that the Offering Stockholder has the right, power and authority to sell such securities in accordance with the sale terms; that no consent of any third party is required to consummate such sale; that the sale does not violate any agreement or restrictions applicable to the Offering Stockholder or the securities offered.

               (e) No Disposition pursuant to this Agreement shall have any force or effect until the transferee of such Capital Stock (or other securities of the Company) executes and delivers such documents, certificates, instruments and other agreements as may reasonably be requested by any Investor or Additional Stockholder or by counsel to the Company to assure compliance with applicable federal and state securities laws. Until such time, the Company shall not enter on its records the identity of any such transferee or otherwise recognize such transferee as a stockholder of the Company.

               (f) In the event of a Disposition of shares of Capital Stock (or other securities of the Company) that violates the provisions of Section 4 hereof, such Disposition shall be null and void and the Company, first, and the other Investors and Additional Stockholders, second, shall have successive options to purchase, pro rata according to the relative number of shares of Capital Stock held by each Investor or Additional Stockholder (including Common Stock issuable upon exercise of any warrants or options), all of such shares at a purchase price equal to the aggregate consideration initially paid by such violating Investor or Additional Stockholder for all shares of Capital Stock (or other securities of the Company) disposed of in contravention of Section 4 hereof, minus any cash distributions paid to such Investor or Additional Stockholder by the Company with respect to such shares, which purchase price the parties hereto agree is reasonable in light of the damage that could be caused as a result of a breach of Section 4 hereof.

               (g) All Dispositions of Capital Stock (or other securities of the Company) under Section 4 hereof are subject to the transferees thereof agreeing to be bound in writing by all of the terms and conditions of this Agreement.

               (h) If an Offering Stockholder is a Director or an affiliate of a Director, then such Offering Stockholder shall recuse himself or cause its designee to recuse itself from participating in the Board of Directors’ decision as to whether the Company will exercise the Company Option with respect to such Offering Stockholder.

     Section 5. Tag-Along Rights and Drag-Along Obligations.

          5.1 Tag-Along Rights .

               (a) Except as otherwise provided in Sections 4.2 and 5.2, and provided none of the options under Section 4.4 have been exercised, with respect to any proposed Disposition of any shares of Capital Stock by any Investor or Additional Stockholder or a group of the Investors and Additional Stockholders (each individually a “ Transferring Shareholder ” and collectively, “ Transferring Shareholders ”) to a person (such other person being hereafter referred to as the “ Proposed Purchaser ”), such Transferring Shareholder(s) shall be required to provide that each of the other Investors and Additional Stockholders (referred to herein

collectively as the “ Tag-Along Stockholders ”) shall have the right to require the Proposed Purchaser to purchase from each of them up to the number of whole shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by each such Tag-Along Stockholder equal to the number derived by multiplying the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) that the Transferring Shareholder(s) propose to sell by a fraction, the numerator of which shall be the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by such Tag-Along Stockholder, and the denominator of which shall be the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by the Transferring Shareholder(s) and all such Tag-Along Stockholders. Any shares purchased from Tag-Along Stockholders pursuant to this Section 5.1 shall be at the same price per share and otherwise at the same time and upon the same terms and conditions as the proposed transfer by the Transferring Shareholder(s). For purposes of this Agreement, all consideration received or receivable by a Transferring Shareholder from the Proposed Purchaser (and/or its affiliates) or the Company, howsoever denominated, shall be deemed payment for the shares transferred by the Transferring Shareholder.

               (b) The Transferring Shareholder shall notify, or cause to be notified, each other Investor and Additional Stockholder and the Company’s Board of Directors in writing of each such proposed transfer subject to the provisions of this Section 5.1. Such notice shall set forth: (A) the number of shares of Capital Stock proposed to be purchased, (B) the name and address of the Proposed Purchaser, (C) the proposed consideration and terms and conditions of payment offered by the Proposed Purchaser, and (D) that the Proposed Purchaser has been informed of the “tag-along right” provided for in this Section 5.1 and that the Proposed Purchaser has agreed to purchase such shares in accordance with the terms hereof.

               (c) The tag-along right may be exercised by any Tag-Along Stockholder by delivery of a written notice to the Transferring Shareholder(s) (the “ Tag-Along Notice ”) and to the Company’s Board of Directors within thirty (30) days following the receipt of the notice specified in Section 5.1(b) hereof. The Tag-Along Notice shall state the number of shares that such Tag-Along Stockholder proposes to include in such transfer to the Proposed Purchaser, determined in accordance with Section 5.1(a) hereof, and the number of additional shares such Tag-Along Stockholder desires to include in such transfer. The maximum number of additional shares that each such Tag-Along Stockholder shall be entitled to sell shall be determined by multiplying the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) that, under the formula in Section 5.1(a) hereof, all Tag-Along Stockholders could have elected to sell to the Proposed Purchaser but did not so elect, by a fraction, the numerator of which shall be the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by such Tag-Along Stockholder electing to sell additional shares and the denominator of which shall be the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by all Tag-Along Stockholders who delivered Tag-Along Notices indicating a willingness to sell additional shares. In the event that the Proposed Purchaser refuses to purchase such shares from the Tag-Along Stockholders on the same terms and conditions as it purchases shares from the Transferring Shareholder(s) in the proposed transfer, then the Transferring Shareholder(s) shall not be permitted to sell any shares to the

Proposed Purchaser in the proposed transfer. If no Tag-Along Notice is received during the 30-day period referred to in this Section 5.1(c), the Transferring Shareholder(s) shall have the right to transfer their shares on terms and conditions no more favorable than those stated in the notice under Section 5.1(b) hereof and in accordance with the provisions of this Section 5.

               (d) Any provision herein to the contrary notwithstanding, the exercise of the tag-along right shall be conditioned upon the agreement by each Tag-Along Stockholder to become a party to any proposed agreement for the sale of shares by the Transferring Shareholder(s), and to execute any agreement, certificate or other document required to be executed in connection with such sale; provided , however , that no Tag-Along Stockholder shall be required to give representations or warranties more extensive than those given by the Transferring Shareholder(s) or to provide indemnities disproportionately (based upon the percentage of sales proceeds to be received) to those provided by the Transferring Shareholder(s). Failure of any Tag-Along Stockholder to comply with the provisions of this Section 5.1(d) shall constitute a breach of this Agreement and waiver of his tag-along right.

          5.2 Drag-Along Obligations . If any Investor or Additional Stockholder or group of Investors and Additional Stockholders (“ Sellers ”) agree to Dispose of, by merger, sale or otherwise, all of their shares of Capital Stock (or other securities of the Company) constituting not less than fifty and one-tenth percent (50.1%) of the shares of Capital Stock (including Common Stock issuable upon exercise of any warrant or option) then outstanding, and such sale is contingent on all of the outstanding shares of Capital Stock (and other securities of the Company) being sold simultaneously, then, provided such proposed sale is pursuant to a bona fide, arms-length agreement with a third party not affiliated with the Sellers, the other Investors and Additional Stockholders shall (i) be required to and shall sell all of their shares of Capital Stock (or other securities of the Company) pursuant to such proposed sale, (ii) vote for any such transaction proposed by Sellers, and (iii) agree to become a party to any proposed agreement for the sale of such shares by and to execute any agreement, certificate or other documents required to be executed in connection with such sale, including making such representations and warranties as, but not more extensive than, those made by Sellers, provided that no other Investor or Additional Stockholder shall be required to indemnify the acquiror of the securities of the Company sold in an amount in excess of the proceeds received by such other Investor or Additional Stockholder from such sale net of all costs, expenses and taxes attributable to such sale. The sale by the other Investors and Additional Stockholders pursuant to this Section 5.2 shall be on the same terms and conditions as the sale by the Sellers (including the payment of the same consideration per share for each share of the same class of securities sold). If such other Investors and Additional Stockholders fail to comply with the provisions of this Section 5.2, Sellers shall be entitled to treat such failure as breach of this Agreement for which Sellers shall be entitled to specific performance and/or damages.

          5.3 The tag-along rights and drag-along obligations arising under this Section 5 shall terminate at such time as there is a Public Market.

     Section 6. Registration Rights.

          6.1 Demand Registrations .

               (a) At any time after an initial public offering of shares of Capital Stock of the Company, which public offering raises net proceeds to the Company of not less than $25 million (the “ Initial Public Offering ”) pursuant to a registration statement under the Securities Act, holders of at least fifty percent (50%) of the outstanding shares of Capital Stock covered by this Agreement (the “ Requesting Holders ”) may request in writing that the Company effect the registration under the Securities Act of all or part of the Registrable Securities (as hereinafter defined) held by such Requesting Holders, specifying in the request the number and type of Registrable Securities to be registered by each such holder and the intended method of disposition thereof (such notice is hereinafter referred to as a “ Holder Request ”). Upon receipt of such Holder Request, the Company will promptly give written notice of such requested registration to all other holders of Registrable Securities, which other holders shall have the right to include the Registrable Securities held by them in such registration and thereupon the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of:

                    (i) the Registrable Securities which the Company has been so requested to register by such Requesting Holder; and

                    (ii) all other Registrable Securities which the Company has been requested to register by any other holder thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided , however , that notwithstanding the provisions of Section 6.1(a), the Company shall not be obligated to file a registration statement pursuant to this Section 6.1:

                         (1) unless the Company shall have received requests for such registration with respect to at least twenty five percent (25%) of the outstanding Common Stock on a fully diluted basis; or

                         (2) within the six month period immediately following the effective date of any registration previously effected by the Company pursuant to this Section 6.1.

               (b) Notwithstanding the provisions of Section 6.1(a) hereof, the Company shall not be obligated to file more than an aggregate of two registration statements pursuant to this Section 6.1.

               (c) If the Company proposes to effect a registration requested pursuant to this Section 6.1 by the filing of a registration statement on Form S-3 (or any similar short-form registration statement) and the intended method of distribution is through a firm commitment underwriting (an “ Underwritten Offering ”), the Company will comply with any request by the managing underwriter to effect such registration on another permitted form if such managing underwriter advises the Company that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering.

               (d) A registration requested pursuant to Section 6.1(a) hereof will not be deemed to have been effected unless it has become effective under the Securities Act; provided , however , that if after it has become so effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court, such registration will be deemed not to have been effected.

               (e) The Company will pay all Registration Expenses in connection with each of the registrations of Registrable Securities effected by it pursuant to this Section 6.1.

               (f) Whenever a requested registration pursuant to this Section 6.1 involves an Underwritten Offering, the only shares that may be included in such Offering are (i) Registrable Securities, and (ii) securities of the Company being offered and sold for the Company’s behalf in such Offering (“ Issuer Securities ”).

               (g) If a registration pursuant to this Section 6 involves an Underwritten Offering and the managing underwriter shall advise the Company that, in its judgment, the number of shares proposed to be included in such Underwritten Offering should be limited due to market conditions, then the Company will promptly so advise each holder of Registrable Securities that has requested registration, and, subject to the consent of the managing underwriter, the Issuer Securities, if any, shall first be excluded from such Underwritten Offering to the extent necessary to meet such limitation. If further exclusions are necessary to meet such limitation, the number of Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met), based on the respective number of shares of Registrable Securities as to which registration has been requested by such holder.

               (h) By making a Holder Request, a Requesting Holder shall be deemed to have (i) a present intention to sell the Registrable Securities covered thereby, (ii) agreed to execute all consents, powers of attorney and other documents required in order to cause the registration statement to become effective, (iii) agreed, if the offering is at the market, to give the Company written notice of the first bona fide offering of the Registrable Securities covered thereby and to use the prospectus forming a part of the registration statement for only the period permitted by the Securities Act and the rules and regulations promulgated by the Commission thereunder, (iv) agreed, subject to adverse events regarding the selling price of the Registrable Securities covered thereby, to utilize the method of distribution of such Registrable Securities proposed in the Holder Request, and (v) agreed, in connection with the disposition of the Registrable Securities covered thereby, to comply with Registration M and any other applicable rules and regulations promulgated by the Commission under the Exchange Act.

          6.2 Piggyback Registrations .

               (a) If, at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of

its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided , however , that:

                    (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof.

                    (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1.

               (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.

               (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company.

               (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its