Common use of Company Registration Clause in Contracts

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (including for this purpose other than in connection with a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in implement an employee benefit plan or arrangement or a Company stock plan, a registration relating to a corporate reorganization business combination transaction or any other similar transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in for which a registration statement covering on Form S-4 under the sale of the Registrable Securities, Securities Act or a registration in which the only Common Stock being registered any comparable successor form is Common Stock issuable upon conversion of debt securities that are also being registeredapplicable), the Company shall, at such time, will promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration. In registration statement, or such event, if lesser time that is reasonable taking into account the Company intends Company’s contractual obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in file such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)statement. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing the giving of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of this Section 1.3(c)1.3, use all commercially reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder requests has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. The Company shall (ai) cause a shelf registration statement on Form S-3 (or other appropriate form) covering the resale of all of the Registrable Securities to be filed with the Commission within forty-five (45) days after the Closing Date, (ii) cause such registration statement to be declared effective by the Commission no later than six (6) months after the Closing Date and (iii) keep such registration statement continuously effective until Investor no longer holds any Registrable Securities that may not be sold either pursuant to (x) Rule 144(k) or (y) in their entirety in a single transaction pursuant to Rule 144. The Company will include in such registration (and any related qualifications including compliance with blue sky laws), and in any underwriting involved therein, all Registrable Securities specified by Investor in a written request or requests to the Company, made within ten days after the date of written notice of such registration from the Company to Investor. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock shares of Common Stock (other than any registration for the account of the Company of securities issued pursuant to any employee benefit plan or in any acquisition by the Company), the Company will include in such registration all shares of Common Stock held by the holders of Registrable Securities requested to be so included; provided, however, that if, in the case of an underwritten offering, the managing underwriter informs the Company that the number of shares of Registrable Securities requested to be included in such offering by Investor, together with all Registrable Securities (as defined in the Other Stockholder Agreements) requested to be included in such offering by the Other Investors pursuant to the Other Stockholder Agreements (collectively, the "REQUESTED INVESTOR SHARES") exceeds the amount which can be sold in such offering without adversely affecting the distribution of the shares being offered, the Company shall include, first, all of the shares the Company has proposed to register; second, as many of the Requested Investor Shares, chosen pro rata based on the number of Requested Investor Shares, as can be included without adversely affecting such distribution; and, third, any other securities under shares of Common Stock proposed to be included in such offering. With respect to terms and conditions not provided for in this paragraph or in this Section 6, the Act "piggyback" rights provided for in this paragraph are intended to be on customary terms. Notwithstanding the foregoing, this Section 6(a) shall not be applicable to (i) any registration statements filed in connection with the public offering registration of such securities (other than (i) a registration relating warrants to a demand pursuant to Section 1.2 or purchase Common Stock issued by the Company on the date hereof, (ii) a the Company's Registration Statement on Form S-1 (File No. 333-126226) or (iii) any registration relating solely to the sale of securities of participants statements filed in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by connection with the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting Convertible Notes being offered by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice as contemplated by the Company in accordance with Section 3.5preliminary offering memorandum, the Company shalldated September 20, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered2005.

Company Registration. (a) If The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of a Registration Statement (including, but without any obligation to do so) the Company proposes to register (including for this purpose not limited to, a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration Registration Statement relating to a demand pursuant to Section 1.2 or secondary offerings of securities of the Company, but excluding (iix) a registration statements relating solely to the sale of securities of participants in a Company stock planemployee benefit plans or debt securities, a or (y) registration relating statements solely with respect to a corporate reorganization reorganizations or transaction other transactions under Rule 145 of the Act, Securities Act or (z) a registration on any registration form that does not permit secondary sales), and such notice shall describe the proposed registration and distribution. (b) Each Holder desiring to include substantially the same information as would be required to be included in a registration statement covering the sale any such Registration Statement all or any part of the Registrable SecuritiesSecurities held by it shall, or a registration within fifteen (15) days after the above-described notice from the Company, so notify the Company in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the writing. The Company shall, at subject to Section 1.7, afford each such time, promptly give each Holder written notice an opportunity to include in such Registration Statement all or part of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon held by such Holder’s participation . (c) If the Registration Statement is to be filed in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All connection with an Underwritten Offering, all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting underwriting. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities to be included in a Registration Statement under this Section 1.4 to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. (d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 1.4 by giving written notice to the Company of its request to withdraw prior to the filing of the Registration Statement. (e) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company (which underwriter with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or underwriters shall be reasonably acceptable withdraw any registration initiated by it under this Section 1.4 prior to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing effectiveness of such notice registration whether or not any Holder has elected to include securities in such registration. (f) In connection with any public offering by the Company in accordance with of its Common Stock, pursuant to which the Stockholder is entitled to registration rights under this Section 3.51.4, the Stockholder (including any permitted transferee) if requested in good faith by the Company shalland the managing underwriter of the Company’s securities, subject shall agree not to, directly or indirectly, offer, sell, pledge, contract to the provisions of Section 1.3(csell (including any short sale), use all commercially reasonable efforts grant any option to cause to be registered under the Act all purchase or otherwise dispose of any securities of the Registrable Securities Company held by them (except for any securities sold pursuant to such Registration Statement) or enter into any hedging transaction relating to any securities of the Company for a period not to exceed ninety (90) days following the effective date of the applicable Registration Statement as agreed to by such parties; provided, that each the Stockholder’s obligations under this paragraph (f) shall be conditioned upon all officers and directors entering into similar agreements with the Company and such Holder requests managing underwriter. For purposes of this Section 1.4, “hedging transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation, any put or call option) with respect to be registeredany security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock Primary Shares or other securities Other Shares under the Act in connection with the public offering of such securities (Securities Act, other than (iA) in an IPO, (B) pursuant to a registration statement on Form S-4 or S-8 (or such similar successor forms then in effect under the Securities Act), (C) pursuant to a registration relating solely to an offering and sale to employees, directors or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other benefit plan arrangement, (D) pursuant to a registration relating to a demand Rule 145 transaction, (E) pursuant to a registration by which the Company is offering to exchange its own securities for other securities (including pursuant to Section 1.2 or 8), (iiF) pursuant to a registration statement relating solely to the sale of securities of participants in a Company stock plan, a registration relating dividend reinvestment or similar plans or (G) pursuant to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering by which only the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion initial purchasers and subsequent transferees of debt securities of the Company or any of its subsidiaries that are also being registered)convertible or exchangeable for Common Stock and that are initially issued pursuant to an applicable exemption from the registration requirements of the Securities Act may resell such notes and sell the Common Stock into which such notes may be converted or exchanged, then in each case, the Company shall, at such time, will: (i) promptly give each Holder to the Eligible Holders a written notice thereof (which shall include a list of such registration. In such event, if the jurisdictions in which the Company intends to distribute attempt to qualify such securities under the applicable blue sky or other state securities covered by laws and the registration by means number of an underwriting, the right of any Holder securities intended to be disposed); and (ii) include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation (and any related qualification under blue sky laws or other compliance), and in such any underwriting and involved therein, all the inclusion of such Holder’s Registrable Securities Eligible Shares specified in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each or requests by any Eligible Holder given (provided that such Eligible Holder has indicated within twenty (20) days after mailing written notice from the Company described in clause (i) above is given that such Eligible Holder desires to sell Eligible Shares in the manner of such notice distribution proposed by the Company Company) except (x) as set forth in accordance with Section 3.53(b) below and (y) during the Restricted Period, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all if no Eligible Holder that is a member of the Sponsor Group has indicated within the allotted time period that it desires to sell Registrable Securities that each such Holder requests to be registeredShares in the manner of distribution proposed by the Company.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock under the Securities Act for sale after the Lockup Period in connection with the public a secondary offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock option, stock purchase or similar plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration relating solely to a transaction of the type described in which Rule 145(a) under the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredSecurities Act), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each any Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.58.3 of this Agreement, the Company shall, subject to the provisions of Section 1.3(c5.2(b), use all commercially reasonable efforts to cause to be registered include in such registration (and any related qualification under the Act blue sky laws or other compliance) and in any underwriting involved therein, all of the Registrable Securities that each such Holder requests has requested to be registered. (b) In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required under this Section 5.2 to include any Holder's securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. In the event that any registration pursuant to this Section 5.2 shall be, in whole or in part, an underwritten public offering of Registrable Securities, the number of shares of Registrable Securities of the Holders to be included in such an underwriting may be reduced (pro rata among the requesting Holders based upon the number of shares of Registrable Securities then outstanding that are owned by such Holders) if and to the extent that the managing underwriter advises the Company in writing that in its opinion such inclusion would materially adversely affect the marketing of the securities to be sold by the Company therein. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter delivered at least seven (7) days prior to the effective date of the Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Holders shall have no right to participate in the selection of the underwriters for an offering pursuant to this Section 5.2. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 5.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its stock (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)securities, the Company shall, at such time, promptly give each Holder written notice of such registration. In On the request of each Holder given within thirty days after such eventnotice by the Company, if the Company intends shall, subject to distribute the securities covered by provisions of section 2.2(c), cause to be registered under the registration by means Securities Act all of an underwriting, the Registrable Securities that each such Holder has requested to be registered. The Company shall have the right to terminate or withdraw any registration initiated by it under this section 2.2 prior to the effectiveness of such registration, whether or not any Holder shall have elected to include its Registrable Securities securities in such registration. The expenses of such withdrawn registration shall be conditioned upon such borne by the Company in accordance with section 2.7 hereof. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this section 2.2 to include any requesting Holder’s participation 's securities in such underwriting, unless such Holder accepts the terms of the underwriting as agreed between the Company and the inclusion of such Holder’s Registrable Securities in underwriters selected by it (or by other persons entitled to select the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders underwriters) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter enters into an underwriting agreement in customary form with the underwriter or underwriters selected for by the Company, and then only in such underwriting quantity as the underwriters advise the Company in writing in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of securities sold other than by the Company (which underwriter or that the underwriters advise the Company in writing in their sole discretion is compatible with the success of the offering, then the Company shall be reasonably acceptable required to those Initiating Holders holding a majority include in the offering only that number of such Registrable Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities held so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, that in no event shall the amount of Registrable Securities of the selling Holders included in the offering be reduced below one-third of the total amount of securities included in such offering. For purposes of such apportionment among Holders, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder", and any pro rata reduction with respect to such "selling Holder" shall be based on the aggregate amount of Registrable Securities owned by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredrelated entities and individuals.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock equity securities either for its own account or other securities under for the Act in connection with the public offering account of such securities (Other Stockholders, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock planbenefit plans, or a registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction, or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or the Company will: (A) promptly give to each of the Holders a registration written notice thereof (which shall include a list of the jurisdictions in which the only Common Stock being registered is Common Stock issuable upon conversion Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders within ten (10) business days after the giving of debt securities that are also being registered)the written notice from the Company described in clause (i) above, except as set forth in Section 2(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shallshall determine for any reason not to register such equity securities the Company may, at such timeits election, promptly give each Holder written notice of such registration. In such event, if determination to the Holders and thereupon the Company intends shall be relieved of its obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its register such Registrable Securities in such connection with the registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting equity securities (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shallwithout prejudice, subject however, to the provisions rights (if any) of Holders immediately to request that such registration be effected as a registration under Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered2(a) hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in a the Company stock plan, a registration relating pursuant to a corporate reorganization stock option, stock purchase or transaction under similar plan or an SEC Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredtransaction), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company, the Company shall cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. (b) If the registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any such Holder to include its Registrable Securities be included in such a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated: (i) first, to the Company; (ii) second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below forty percent (40%) of the total amount of securities included in such registration, unless such offering is the Company’s initial public offering of shares of Common Stock registered under the Securities Act and such registration does not include shares of any other selling stockholders, in which underwriter event any or underwriters shall all of the Registrable Securities of the Holders may be reasonably acceptable to those Initiating excluded in accordance with the immediately preceding sentence at the underwriter’s discretion. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders holding without the written consent of Holders of not less than a majority of the Registrable Securities held proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, managers, members and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of entities and individuals included in such notice by the Company “Holder”, as defined in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredthis sentence.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (including for this purpose other than in connection with a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in implement an employee benefit plan or arrangement or a Company stock plan, a registration relating to a corporate reorganization business combination transaction or any other similar transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in for which a registration statement covering on Form S-4 under the sale of the Registrable Securities, Securities Act or a registration in which the only Common Stock being registered any comparable successor form is Common Stock issuable upon conversion of debt securities that are also being registeredapplicable), the Company shall, at such time, will promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration. In registration statement, or such event, if lesser time that is reasonable taking into account the Company intends Company's contractual obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in file such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)statement. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing the giving of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of this Section 1.3(c)1.3, use all commercially reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder requests has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act for its own account or the account of any of its stockholders with registration rights (including for this purpose other than in connection with a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in implement an employee benefit plan or arrangement or a Company stock plan, a registration relating to a corporate reorganization business combination transaction or any other similar transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in for which a registration statement covering on Form S-4 under the sale of the Registrable Securities, Securities Act or a registration in which the only Common Stock being registered any comparable successor form is Common Stock issuable upon conversion of debt securities that are also being registeredapplicable), the Company shall, at such time, will promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration. In registration statement, or such event, if lesser time that is reasonable taking into account the Company intends Company’s contractual obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in file such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)statement. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing the giving of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of this Section 1.3(c)1.2, use all commercially reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder requests has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 of the Agreement.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock equity securities either for its own account or other securities under for the Act in connection with the public offering account of such securities (Other Stockholders, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock planbenefit plans, or a registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction, or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, the Company will: (A) promptly give to each of the Holders a written notice thereof; and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within ten (10) business days after the giving of the written notice from the Company described in clause (i) above, except as set forth in Section 3(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such registration and prior to the effective date of the registration statement filed in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)connection with such registration, the Company shallshall determine for any reason not to register such equity securities the Company may, at such timeits election, promptly give each Holder written notice of such registration. In such event, if determination to the Holders and thereupon the Company intends shall be relieved of its obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its register such Registrable Securities in such connection with the registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting equity securities (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shallwithout prejudice, subject however, to the provisions rights (if any) of Holders immediately to request that such registration be effected as a registration under Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered3(a) hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes (i) to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) its own account any of its common stock or other securities under the Act in connection with the an underwritten public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, plan or a registration relating to a corporate reorganization reorganization, merger or other transaction under Rule 145 of the Act, ) (a “Company Offering”); or (ii) to register the offering of its common stock by stockholders of the Company other than the Holders (“Other Selling Stockholders”) other than in connection with a Company Offering or a registration on any form that does not include substantially the same information as would be required relating solely to be included in a registration statement covering the sale of the Registrable Securities, securities to participants in a Company stock plan or a registration in which relating to a corporate reorganization, merger or other transaction under Rule 145 of the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredAct (a “Secondary Offering”), the Company shall, at such time, promptly give each Holder written notice of such registration. In such eventCompany Offering or Secondary Offering, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)as applicable. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.52.5, the Company shall, subject to the provisions of Section 1.3(c)1.2(b) and other restrictions set forth herein, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registered.. Notwithstanding the foregoing, the Company shall have no obligation to notify the Holders, cause to be registered any Registrable Securities, or undertake any other obligation in connection with this Agreement in connection with (i) any proposed Company Offering in which the proposed maximum offering price to the public exceeds [80% of Purchase Price] (as adjusted for stock splits, combinations, dividends and the like occurring after the date hereof); or (ii) any Secondary Offering made pursuant to that certain Preferred Stock Purchase Agreement dated January 7, 2002 by and between the Company and Enzon, Inc.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the HoldersSeller) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder Seller written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder Seller given within twenty (20) 20 days after the mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(csubsection 2.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests Seller has requested to be registered. (b) In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required under this Section 2.2 to include any of the Seller's securities in such underwriting unless Seller accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company will include in such registration (i) first, if the registration pursuant to this Section 2.2 was initiated by other stockholders exercising demand registration rights ("Other Holders"), 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities of the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Securities which Seller and any other stockholder of the Company pursuant to contractual rights similar to those set forth in this Section 2.2 have requested to be included in such registration, pro rata based on the number of shares requested to be included in such registration by Seller and each such stockholder; and (iv) fourth, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities requested to be included in the offering for the account of any other stockholders which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.6, the Company shall, subject to the provisions of Section 1.3(c1.3(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. Registrations effected pursuant to this Section 1.3 shall not be counted as demands for registration pursuant to Section 1.2. (b) If the registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the IPO and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. For any Holder that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and lineal descendants of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities either for its own account or other securities under the Act in connection with the public offering account of such securities a security holder or holders exercising their respective demand registration rights (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) 1.3 hereof), other than a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act145, or a registration on any registration form that does not include substantially permit secondary sales, then, for a period commencing on the same information as would be required to be included in a registration statement covering Closing Date and ending on the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)fifth anniversary thereof, the Company shall, at such time, will: (i) promptly give to each Holder written notice thereof, subject to the limitations set forth in Section 1.4(c) hereof; and (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.4(b) and (c) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder and received by the Company within ten (10) days after the written notice from the Company described in clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of such registrationa Holder's Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.4(a)(i). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 1.4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. (c) Holders may participate in a maximum of two registered public offerings under the provisions of this Section 1.4. Notwithstanding any other provision of this Section 1.4, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.11. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting by shall be withdrawn form such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a as a result of marketing factors, the Company (which underwriter or underwriters shall then offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reasonably acceptable to those Initiating Holders holding a majority of allocated among the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company persons so requesting additional inclusion in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered1.11 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities either for its own account or other securities under the Act in connection with the public offering account of such securities (a security holder or holders, other than (i) a registration relating to a demand pursuant to Section 1.2 or 3 above, (ii) a registration relating solely to employee benefit plans, including any registration statement on Form S-8, (iii) a registration relating to the offer and sale of securities of participants in a Company stock plandebt securities, (iv) a registration relating to a corporate reorganization or transaction under other Rule 145 of the Acttransaction, including any registration statement on Form S-4, or (v) a registration on any registration form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)permit secondary sales, the Company shall, at such time, shall (x) promptly give each Holder written notice of the proposed registration to all Holders; and (y) use its commercially reasonable efforts to include in such registrationRegistration Statement (and any related qualification under blue sky laws or other compliance) and in any underwriting involved therein, all of such Registrable Securities or Registrable Warrant Securities as are specified in a written request or requests made by any Holder received by the Company within ten (10) business days after such written notice from the Company is mailed or delivered. Such written request may specify all or a part of a Holder’s Registrable Securities or Registrable Warrant Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 5, shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities and/or Registrable Warrant Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 5(b), if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (which underwriter subject to the limitations set forth below) exclude all or underwriters limit the number of Registrable Securities and/or Registrable Warrant Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reasonably acceptable allocated, as follows: (i) first, to those Initiating the Company for securities being sold for its own account, (ii) second, to the Holders holding requesting to include Registrable Securities and/or Registrable Warrant Securities in such Registration Statement, on a majority pro rata basis (based on each such Holder’s pro rata percentage of the aggregate Registrable Securities and Registrable Warrant Securities held by all Initiating such participating Holders), and (iii) third, to the other selling shareholders requesting to include securities in such registration statement. Upon If a Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written request of each Holder given within twenty (20) days after mailing of such notice by from the Company or the underwriter. The securities so excluded shall be withdrawn from such Registration Statement. If shares are so withdrawn from the Registration Statement and if the number of shares of Registrable Securities and/or Registrable Warrant Securities to be included in accordance with Section 3.5such Registration Statement was previously reduced as a result of marketing factors, the Company shall, subject shall then offer to all persons who have retained the right to include securities in the Registration Statement the right to include additional securities in the Registration Statement in an aggregate amount equal to the provisions number of Section 1.3(c)shares so withdrawn, use all commercially reasonable efforts to cause with such shares to be registered allocated among the persons requesting additional inclusion, in the manner set forth above. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 5 prior to the Act all effectiveness of the Registrable Securities that each such Registration Statement whether or not any Holder requests has elected to be registeredinclude securities in such registration.

Company Registration. (a) If (but without If, at any obligation time or from time to do so) time, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under the Act in connection with the public offering account of such securities (a security holder or holders exercising their respective demand registration rights, other than a registration (i) a registration relating solely to a demand pursuant to Section 1.2 employee benefit plans on Form S-8 or similar forms which may be promulgated in the future or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under SEC Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)similar transaction, the Company shall, at such time, will promptly give to each Holder written notice thereof (which shall include a list of such registration. In such event, if the jurisdictions in which the Company intends to distribute attempt to qualify such securities under the applicable blue sky or other state securities covered by laws, and include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities of such Holders as specified in a written request or requests made within 15 days after receipt of such written notice from the Company. (b) If the registration by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so indicate in the notice given pursuant to Section 10.5(a). In such event the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 10.5 shall be conditioned upon such Holder’s participation 's agreeing to participate in such underwriting and in the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which or by other holders exercising demand registration rights. Notwithstanding any other provisions of this Section 10.5, if the underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding determines that marketing factors require a majority limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities held by all Initiating Holdersor other securities from such registration and underwriting (hereinafter an "Underwriter Cutback"). Upon In the written request event of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5an Underwriter Cutback, the Company shallshall so advise all Holders and the other holders distributing their securities through such underwriting, subject and the number of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (including those holders who are exercising their demand registration rights) on the basis that the holders who are not Holders shall be cut back before any cutback of Holders. If the limitation determined by the underwriter requires a cutback of the Holders, then the number of shares that may be included in the Registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the provisions respective amounts of securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement. In the event of an Underwriter Cutback, holders of securities with respect to which registration rights have been granted pursuant to Section 1.3(c), use all commercially reasonable efforts to cause to 10.10 hereof shall be registered under the Act all treated as Holders for purposes of any cutbacks. If any Holder disapproves of the Registrable Securities that each terms of any such underwriting, such Holder requests may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting shall be registeredwithdrawn from such registration.

Company Registration. (a) If (but without after the completion of any obligation to do so) Qualified Public Offering the Company proposes to register (including for this purpose a registration effected by the Company for stockholders shareholders other than the Holders) any of its stock or other securities under the 1933 Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock or other employee benefit plan, a registration relating solely to a corporate reorganization or transaction under Rule 145 of the Acttransaction, or a registration on any form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.5gives such notice, the Company shall, subject to the provisions of Section 1.3(cSubsections 2.2(b) and (c), use all commercially reasonable efforts to cause include in the registration statement to be registered under the Act filed all of the Registrable Securities that each such Holder requests has requested to be registered. (b) The Company shall not be required under Section 2.2(a) to include any of a Holder's Registrable Securities in a registered public offering involving an underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriter selected by the Company. (c) If the total amount of securities, including Registrable Securities, requested to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. If the underwriters determine that the number of shares to be included in the registration must be limited, the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated according to the following priority: (i) first, the securities the Company proposes to sell; (ii) second, the Investor Registrable Securities and Additional Registrable Securities requested to be included in such registration, pro rata among the Holders of such Investor Registrable Securities and Additional Registrable Securities on the basis of the number of Investor Registrable Securities and Additional Registrable Securities then held by each such Holder; (iii) third, the Founder Registrable Securities requested to be included in such registration, pro rata among the Holders of such Founder Registrable Securities on the basis of the number of Founder Registrable Securities then held by each such Holder; (iv) fourth, other securities requested to be included in such registration. To facilitate the allocation of shares in accordance with the above provision, the Company may round the number of shares allocated to any holder to the nearest one hundred (100) shares. If any holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriters. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) The Company shall bear and pay all expenses, incident to the Company's performance of, or compliance with, its obligations under this Agreement in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Section 2.2, including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder (if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders). The Holders including Registrable Securities in such registration statements shall bear all underwriting discounts and commissions, if any, in respect of the Registrable Securities, pro rata in proportion to the number of Registrable Securities being sold by each Holder.

Company Registration. (a) If (but without If, at any obligation to do so) time 180 days after the Registration Statement is declared effective by the SEC, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesStock, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder Investor written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder Investor given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)1.2(c) below, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities Stock that each such Holder requests Investor has requested to be registered. Nothing contained in this Section 1.2 obligates the Company to register any of its stock or other securities under the Act. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.2 prior to the effectiveness of such registration whether or not Investor has elected to include securities in such registration. (c) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.2 to include any of the Investor's securities in such underwriting unless Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including share of the Stock, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including shares of the Stock, that 16 the underwriters determine in their sole discretion will not jeopardize the success of the offering. The securities to be so included shall be apportioned pro rata among the selling stockholders, including the Investor, the Holders of Registrable Securities (as such terms are defined in that certain Amended and Restated Investor Rights Agreement dated June 16, 1999, by and among the Company and certain of its stockholders) and any other stockholder of the Company entitled to similar registration rights, according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders.

Company Registration. (a) If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register (including for this purpose file a registration effected by the Company statement for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the an underwritten public offering of such securities its equity securities, either for its own account or the account of others (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesfiled on a Form X-0, Xxxx X-0 or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredany successor forms), the Company shall, at such time, will (i) promptly give to each Holder Purchaser written notice thereof and (ii) subject to Section 9.13(b) below, include in such registration and underwritten offering (and any related qualification under blue sky laws or other compliance) all the Registrable Securities specified in a written request or requests made within 10 days after receipt of such registration. In such event, if written notice from the Company intends to distribute the securities covered by the registration by means of an underwriting, the any Purchaser. (b) The right of any Holder Purchaser to include its Registrable Securities in such registration pursuant to this Section 9.13 shall be conditioned upon such HolderPurchaser’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders Each Purchaser proposing to distribute their its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Purchaser’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (which such underwriting agreement to be in the form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Section 9.13, if the managing underwriter or underwriters shall of a proposed underwritten offering with respect to which Purchasers of Registrable Securities have exercised their rights under this Section 9.13 advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be reasonably acceptable included in the offering thereby and all other securities proposed to those Initiating Holders holding a majority be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty and such other securities to be included in such underwritten offering shall be allocated, (20i) days after mailing of such notice by first, to the Company in accordance with Section 3.5, or to any holder of securities of the Company shallinitiating such registration, subject up to the provisions total number of Section 1.3(csecurities that the Company or such holder(s), use all commercially reasonable efforts to cause as applicable, has requested to be registered under included in such registration, if any, and (ii) second, and only if all the Act all securities referred to in clause (i) have been included, to the Purchasers and other holders of securities of the Registrable Securities Company that have contractual rights to be included in such registration, up to the total number of securities that Purchasers and such holders have requested to be included in such offering, allocated pro rata based upon the number of securities that each such Holder requests of them shall have requested to be registered.included in such offering, and (iii) third, and only if all the securities referred to in clause (ii) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Purchaser disapproves of the terms of any such underwriting, such Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company or the holders of securities who have caused a registration statement to be filed as contemplated by this Section

Company Registration. (ai) If If, at any time (but without any obligation to do so) ), the Company proposes to register any of its Common Stock, Rights or other equity securities under the Securities Act on Form S-1, Form S-2 or Form S-3 (including or an equivalent general registration form then in effect) for purposes of an offering or sale by or on behalf of the Company of its Common Stock, Rights or other equity securities for its own account, then each such time the Company shall, at least 20 business days prior to the time when any such registration statement is filed with the SEC, give prompt written notice to the Holders of its intention to do so. Such notice shall specify, at a minimum, the number and class of shares, Rights or other equity securities so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, Rights or other equity securities, any proposed managing underwriter or underwriters of such shares, Rights or other equity securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written direction of any Holder or Holders, given within 15 business days following the receipt by such Holder of such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall include in such registration statement any or all of the Registrable Securities then held by such Holder requesting such registration (a "SELLING HOLDER") to the extent necessary to permit the sale or other disposition of such number of Registrable Securities as such Selling Holder has so directed the Company to be so registered. Notwithstanding the foregoing, the Holders shall not have any right under this purpose a Section 2(b)(i) if the registration proposed to be effected by the Company for stockholders (A) is initiated at the request of a person other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating Company and relates solely to the sale of Common Stock, Rights or other equity securities by such person or (B) relates solely to shares of participants in a Company stock planCommon Stock, a registration relating to a corporate reorganization Rights or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt other equity securities that are also being registeredissuable (1) solely to officers or employees of the Company or any subsidiary thereof pursuant to a bona fide employee stock option, bonus or other employee benefit plan or (2) as direct consideration in connection with a merger, exchange offer or acquisition of a business. (ii) In the event that the Company proposes to register shares of Common Stock, Rights or other equity securities for purposes of an offering described in the first sentence of Section 2(b)(i), and any managing underwriter shall advise the Company shalland the Selling Holders in writing that, at such timein its opinion, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by inclusion in the registration by means statement of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter some or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests sought to be registeredregistered by such Selling Holders creates a substantial risk that the price per unit the Company will derive from such registration will be materially and adversely affected or that the number of shares, Rights or securities sought to be registered (including, in addition to the securities sought to be registered by the Company, any Registrable Securities sought to be included in such registration statement by the Selling Holders) is too large a number to be reasonably sold, then the Company will include in such registration statement such number of shares, Rights or securities as the Company and such Selling Holders are so advised can be sold in such offering without such an effect (the "OFFERING MAXIMUM NUMBER"), as follows and in the following order of priority: (A) first, such number of shares, Rights or securities as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, and (B) second, if and to the extent that the number of shares, Rights or securities to be registered under clause (A) is less than the Offering Maximum Number, Registrable Securities of each Selling Holder, allocated pro rata and without any priority as between the Selling Holders, in proportion to the number sought to be registered by each Selling Holder relative to the number sought to be registered by all the Selling Holders, that, in the aggregate, when added to the number of shares, Rights or securities to be registered under clause (A), equals the Offering Maximum Number. (iii) The Company shall have no obligation under this Section 2(b) to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to the Holders for its failure to do so.

Company Registration. (a) 3.1 If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or the account of a security holder or holders exercising their respective registration rights, other securities under the Act in connection with the public offering of such securities (other than than: (i) a registration relating solely to a demand pursuant to Section 1.2 employee benefit plans on Form S-8 (or similar successor form); or (ii) a registration on Form S-4 (or similar successor form) relating solely to a Commission Rule 145 transaction, Company will: (a) promptly give Investors written notice thereof; and (b) use its reasonable best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities specified in a written request to Company made within 15 business days after receipt of such written notice by Investors. 3.2 If the sale registration of securities of participants in pursuant to this Section 3 is underwritten, Company shall so advise Investors as a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 part of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registrationgiven under Section 3.1(a). In such event, if the Company intends Investors' right to distribute the securities covered by the registration by means of an underwriting, the right of any Holder pursuant to include its Registrable Securities in such registration this Section 3 shall be conditioned upon such Holder’s Investors' participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) shall be subject to the extent limitations provided herein. All Holders proposing to distribute their securities through such underwriting Company (together with the participating Investors) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Company. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, Company (which underwriter or underwriters shall so advise the holders of securities who have requested to include their securities in such registration, and the number of shares to be included in such registration shall be reasonably acceptable reduced by such minimum number of shares as is necessary to those Initiating Holders holding a majority comply with such limitation, as follows: (a) if the registration was initiated for the account of any security holder or holders other than Investors (the Registrable Securities held by all "Initiating Holders"). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shallnumber of shares reduced shall be (A) first, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause any shares sought to be registered under the Act all of the Registrable Securities that each such Holder requests by Company for its own account, (B) second, if further reductions are required, any shares sought to be registeredregistered by holders of securities other than the Initiating Holders who have requested to include their securities in such registration, pro rata based on the number of shares requested to be included in such registration, and (C) third, if still further reductions are required, any securities sought to be registered by the Initiating Holders. (b) if the registration was initiated by Company for its own account, the number of shares reduced shall be: (A) first, any shares sought to be registered by holders of securities who have requested to include their securities in such registration, pro rata based on the number of shares requested to be included in such registration; and (B) second, if further reductions are required, shares sought to be registered by Company for its own account.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in a the Company stock plan, a registration relating pursuant to a corporate reorganization stock option, stock purchase or transaction under similar plan or an SEC Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredtransaction), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company, the Company shall cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. (b) If the registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any such Holder to include its Registrable Securities be included in such a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated: (i) first, to the Company; (ii) second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Company’s initial public offering of shares of Common Stock registered under the Securities Act and such registration does not include shares of any other selling stockholders, in which underwriter event any or underwriters shall all of the Registrable Securities of the Holders may be reasonably acceptable to those Initiating excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders holding without the written consent of Holders of not less than a majority of the Registrable Securities held proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, managers, members and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of entities and individuals included in such notice by the Company “Holder”, as defined in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredthis sentence.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating an offering or sale of securities pursuant to a corporate reorganization Form S-4 (or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a successor form) registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock stock being registered is Common Stock issuable upon conversion of debt securities that which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)2.7, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 2.2(a) to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, the underwriters may limit the amount of securities to be included in the registration and underwriting by the selling shareholders. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of securities that may be included in the registration and underwriting shall be allocated first, among the initiating holders on a pro rata basis, or as the Company and the initiating holders, if any, may determine and second, among the Holders and other participating holders, other than initiating holders, if any, requesting registration in proportion, as nearly as practicable, to the respective amounts of securities, including Registrable Securities, that such holders, including Holders, have requested pursuant to this Section 2.2 to include in such registration. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriters. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. (a) Including Seller's Shares in a Company Registration. If (but without at any obligation to do so) the Company proposes time Purchaser shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock debt or other securities under equity securities, either for its own account or the Act in connection with the public offering account of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 security holder or (ii) a registration relating solely to the sale of securities of participants in a Company stock planholders, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of such securities to the general public (except with respect to any registration filed on Form X-0, Xxxx X-0 or any successor forms thereto), Purchaser shall do the following: (i) give Seller written notice at least ten (10) days before the initial filing of such registration (which shall include a list of the jurisdictions in which Purchaser intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration, any related qualification under blue sky laws and in any underwriting involved therein, all the Registrable SecuritiesSecurities specified in Seller's written request or requests, or made within five (5) days after the delivery to Seller of such written notice from Purchaser, except as set forth in SECTION 12.2(B). (b) Underwriter's Ability to Limit the Number of Registrable Securities Included in the Offering. To the extent a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, underwritten offering the right of any Holder Seller to include its Registrable Securities in such registration pursuant to this SECTION 12.2 shall be conditioned upon such Holder’s Seller's participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinin this Agreement. All Holders proposing Seller shall not be required to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form make any representations or warranties to or agreements with Purchaser or the underwriter or underwriters selected for such underwriting by other than those relating to Seller and its intended methods of distribution. Notwithstanding any other provision of this SECTION 12.2, if the Company (which underwriter or underwriters determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of shares to be included in the registration and underwriting. The number of shares that may be included in the registration shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject allocated first to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under Seller and then among any other participants in the Act all of the Registrable Securities that each such Holder requests to be registeredoffering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including including, for this purpose purpose, a registration effected by the Company for stockholders other than the HoldersInvestor) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredan Excluded Registration), the Company shall, at such time, promptly give each Holder written Investor notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder Investor given within twenty (20) 20 days after mailing of such notice is given by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c2.2(b), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests Investor has requested to be registeredincluded in such registration. Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2(a) before the effective date of such registration, whether or not Investor has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by Company in accordance with Section 2.5. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2(a), Company shall not be required to include any of Investor’s Registrable Securities in such underwriting unless Investor accepts the terms of the underwriting as agreed upon between Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by Company. If the total number of Registrable Securities to be included in such offering exceeds the number of securities to be sold (other than by Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then Company shall be required to include in the offering only that number of Registrable Securities which the underwriters and Company in their sole discretion determine will not jeopardize the success of the offering; provided, however, that in no event shall the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by Company) are first entirely excluded from the offering.

Company Registration. (a) If (but without at any obligation time, or from time to do so) time, the Company proposes shall determine, in its sole discretion, to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under for the Act in connection with the public offering account of such securities a security holder or holders (other than (i) a registration relating to statement providing for an offering on a demand delayed or continuous basis pursuant to Section 1.2 Rule 415 of the Act or (ii) a registration relating solely to the sale statement on Form S-4 or S-8 or any successor or similar forms) registering an underwritten offering of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration Common Stock for cash consideration on any form that does not include substantially also would permit the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which Securities and such filing is to be on its behalf and/or on behalf of selling holders of the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Company’s securities, the Company shall, at shall each such time, : (1) promptly give each Holder to the Holders written notice of thereof; and (2) include in such registration (and any related qualification under Blue Sky law or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in any written request or requests by Holders received by the Company within fifteen (15) days after such written notice is given on the same terms and conditions as the Common Stock, if any, otherwise being sold through the underwriters in such registration. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 4(a). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Company. (which c) Notwithstanding any other provision of this Section 4, if the managing underwriter determines that the total amount of such securities to be so registered, including Registrable Securities, will exceed the maximum amount of the Company’s securities that can be marketed either (a) at a price reasonably related to the then current market value of such securities, or (b) without otherwise materially and adversely affecting the entire offering, the underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of may limit the Registrable Securities held or other securities to be included in the registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the Company shall include in such registration (1) first, all the securities the Company proposes to sell for its own account or is required to register on behalf of any third party exercising demand registration rights pursuant to another agreement and without having the adverse effect referred to above, and (2) second, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 4 together with all Initiating Holders)shares of Common Stock requested to be included by third parties exercising registration rights similar to those granted in this Section 4 up to the number of shares that the Company has been advised can be sold in such offering without having either of the adverse effects referred to above. Upon the written request of each Holder given within twenty (20) days after mailing The number of such notice Registrable Securities requested to be included in such registration by the Company Holders pursuant to this Section 4 shall be limited to such extent and shall be allocated pro rata among all such requesting Holders and third parties exercising rights similar to those granted in accordance with this Section 3.5, 4 on the Company shall, subject to basis of the provisions relative number of Section 1.3(c), use all commercially reasonable efforts to cause Registrable Securities each such Holder has requested to be included in such registration and the number of shares of Common Stock requested to be included in such registration by such third parties. The Company shall advise all Holders of shares which would otherwise be registered under and underwritten pursuant hereto of any such limitations, and the Act all number of the shares of Registrable Securities that each may be included in the registration. If any Holder disapproves of the terms of any such underwriting, such Holder requests may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting shall not be registeredtransferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such shorter period of time as the managing underwriter may require. (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to register securities in such registration.

Company Registration. (a) If (If, but without any obligation to do so) , the Company proposes to register (including for this purpose a registration effected initiated by the Company for itself or for the Holders or stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration relating solely to a corporate reorganization or transaction under SEC Rule 145 of the Acttransaction, or a registration on any registration form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), permit secondary sales) the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if registration (the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders“Piggyback Notice”). Upon the written request of each Holder given within twenty (20) 15 days after mailing delivery of such notice by the Company in accordance with Section 3.5Piggyback Notice, the Company shall, subject to the provisions of Section 1.3(c)1.8, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. (b) If a registration subject to subsection 1.3(a) relates to an underwritten public offering of equity securities and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration (i) first, the securities requested to be included therein by the Company if the Company has initiated the registration; (ii) second, the Registrable Securities requested to be included in such registration by Holders, allocated pro rata among such Holders on the basis of the number of shares of Registrable Securities such Holder requested to be included in such registration; and (iii) third, among persons not contractually entitled to registration rights under this Agreement. Notwithstanding the foregoing, the amount of Registrable Securities that are included by Holders in the offering shall not be reduced below 30% of the total amount of securities included in such offering unless the offering is a Qualified Public Offering, in which case the number of selling Holders included in the offering may be reduced to zero (as long as no other selling stockholders are permitted to participate in such offering). In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters).

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register Register at any time prior to the Restriction Termination Date (including for this purpose a registration Registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the underwritten public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely Registration of securities in connection with mergers, acquisitions, exchange offers, distributions to the sale of securities of participants Company's stockholders, or stock option or other employee benefit plans or a Registration in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at each such time, promptly give each Holder the Holders written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)Registration. Upon the written request of each a Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)following provisions, use all commercially reasonable efforts to cause to be registered under the Act included in such Registration all of the Registrable Securities that each Holder has requested to be included. The Company shall not be required under this Section 1.3 to include any of a Holder's securities in an underwritten offering of the Company's securities unless such Holder requests accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the managing underwriters, interfere with the successful marketing of the offering by the Company; PROVIDED, HOWEVER, that any reduction of the amount of securities to be registeredincluded in such offering shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other persons or entities (but not the Company) with respect to the amount of securities they intended to offer in such offering.

Company Registration. (a) If (but without at any obligation to do so) time, the Company proposes to register any Common Units for sale (including for this purpose a registration effected by "Company Registration") under the Company for stockholders Securities Act (other than the Holdersregistration of Common Units solely for issuance or sale (a) any of its stock pursuant to Section 1.3 hereof or other securities under the Act (b) in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 employee compensation or benefit programs, (ii) a registration relating an exchange offer or an offering of securities solely to the sale existing holders of securities Common Units, (iii) an acquisition, merger, exchange offer or other business combination, including any transaction within the scope of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of promulgated pursuant to the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in using a registration statement covering the sale of the Registrable Securitieson Form S- 4 or any successor form), or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)dividend reinvestment plan, the Company shallwill give prompt written notice (which, at in any event, shall be given no less than 20 days prior to the filing of a registration statement with respect to such time, promptly give Company Registration) to each Holder written notice of such registration. In such eventits intention so to do and, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each a Holder given or Holders sent within twenty (20) 15 days after mailing the effective date of any such notice by the Company in accordance with Section 3.5notice, the Company shallwill, subject to the provisions of Section 1.3(c)Sections 1.5 and 1.7 hereof, use all commercially reasonable efforts its Reasonable Efforts to cause all Registrable Securities as to which the Holder or Holders shall have so requested registration to be registered under the Act Securities Act, all to the extent necessary to permit the sale in such offering of the Registrable Securities so registered on behalf of the Holder or Holders in the same manner as the Company proposes to offer its Common Units; provided, however, that such Registrable Securities shall be included in a Company Registration only as follows: (1) Any over-allotment option exercised by the underwriters in connection with a Company Registration shall be exercised only with respect to Registrable Securities, to the extent that the Holders have requested that Registrable Securities be included in the Company Registration; and (2) If the number of Common Units that can be included in any Company Registration without materially and adversely affecting the offering, as determined by the managing underwriters for the offering, exceeds the number of Common Units proposed to be offered by the Company in such offering, the Holders shall have the right to include Registrable Securities in such offering pursuant to this Section 1.4 to the full extent of such excess, prior to the inclusion in the offering of any Common Units held by any other Person (including without limitation any Common Units with respect to which any Person has any rights under the agreement referred to in the last sentence of Section 1.11 hereof). In the event that the Holders request the inclusion in any Company Registration of more Registrable Securities than can be included therein in accordance with this Section 1.4, the respective number of Registrable Securities offered for sale by the Holders in the offering shall be determined on a pro rata basis, in proportion to the number of Registrable Securities that each such requesting Holder requests then owns or has the present right to acquire. Subject to the foregoing, the Company shall use its Reasonable Efforts to cause the managing underwriters in connection with any Company Registration to permit the Registrable Securities requested by the Holders to be registeredincluded in such Company Registration to be included to the full extent requested by the Holders and on the same terms and conditions as the Common Units of the Company included therein. No registration of Registrable Securities under this Section 1.4 shall relieve the Company of its obligations to effect the registration of Registrable Securities upon the request of the Holders in accordance with Section 1.3.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (including for this purpose other than in connection with a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in implement an employee benefit plan or arrangement or a Company stock plan, a registration relating to a corporate reorganization business combination transaction or any other similar transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in for which a registration statement covering on Form S-4 under the sale of the Registrable Securities, Securities Act or a registration in which the only Common Stock being registered any comparable successor form is Common Stock issuable upon conversion of debt securities that are also being registeredapplicable), the Company shall, at such time, will promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration. In registration statement, or such event, if lesser time that is reasonable taking into account the Company intends Company's contractual obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in file such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)statement. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing the giving of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of this Section 1.3(c)1.2, use all commercially reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder requests has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 of the Agreement.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders shareholders other than the HoldersRequesting Shareholders) any of its stock or other securities ordinary shares under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or the IPO, (ii) a registration relating solely to the sale of securities of to participants in a Company stock planemployee benefit plan approved by the board of directors of the Company, (iii) a transaction covered by Rule 145 under the Securities Act approved by the board of directors of the Company, (iv) a registration relating to a corporate reorganization or transaction under Rule 145 in which the only securities being registered are ordinary shares of the Act, a Company issuable upon conversion of debt securities which are also being registered or (v) any registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder the Shareholders written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder any Shareholder given within twenty fourteen (2014) days after mailing of such notice by the Company in accordance with Section 3.52.3, the Company shall, subject to the provisions of Section 1.3(c)1.7, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests Shareholder has requested to be registered; provided, that (i) such request shall specify the number of Registrable Securities to be registered and, in the case of an underwritten offering, contain a statement that such Shareholder agrees to the Company’s selection of managing underwriter and (ii) the Company will have first priority to issue ordinary shares on Company-initiated registrations and, in the case of an underwritten offering, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Shareholders, and the number of Registrable Securities to be included by the Shareholders in such underwriting shall be reduced pro rata among the participating Shareholders. The Company has the right to withdraw any offering prior to the effective date thereof without liability to a Shareholder. If, following delivery of notice by the Company pursuant to this Section 1.3, any of the Shareholders decide not to include any or all of their Registrable Securities in any registration statement filed by the Company, such Shareholders shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or statements as may be filed by the Company with respect to offerings of their securities, all upon the terms and conditions set forth herein.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock equity securities either for its own account or other securities under for the Act in connection with the public offering account of such securities (an Other Stockholder, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration relating solely to a corporate reorganization or Rule 145 transaction under Rule 145 of the Securities Act, or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or the Company will: (1) promptly give to each of the Holders a registration written notice thereof (which shall include a list of the jurisdictions in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute attempt to qualify such securities under the applicable blue sky or other state securities covered by the registration by means of an underwriting, the right of any Holder to laws); and (2) include its Registrable Securities in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests (subject to Section 3(a)(i) hereof), made by the Holders within fifteen (15) days after receipt of the written notice from the Company described in clause (1) above, except as set forth in Section 2(b)(iii) below. Such written request may specify all or a part of the Holders’ Registrable Securities. In the event any Holder requests inclusion in a registration pursuant to this Section 2(b) in connection with a distribution of Registrable Securities to its partners or members, the registration shall be conditioned upon provide for the resale by such partners or members, if requested by such Holder’s participation . (ii) For the avoidance of doubt, to the extent the Company registers any of its equity securities for the account of any Initiating Holder in such underwriting connection with an underwritten offering pursuant to Section 2(a)(ii), the “cutback” provisions of Section 2(a)(ii) (and not the “cutback” provisions of Section 2(b)(iii)) shall apply to the inclusion of such Holder’s Holders’ Registrable Securities and any securities of any Other Stockholder in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredoffering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, plan or a registration relating to a corporate reorganization or transaction under covered by Rule 145 of under the Securities Act, a or any registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration (which notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws and shall specify if such registration is for a registered public offering involving an underwriting). Upon the written request of any Holder given within 20 days after mailing of such notice by the Company in accordance with Section 4.4, the Company shall, subject to the provisions of Section 1.8, include in the related registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such registration shall be borne by the Company, in accordance with Section 1.7 hereof. (c) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a) hereof. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company Company. (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority d) Notwithstanding any other provision of this Section 1.3, if the representative of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by underwriters advises the Company in accordance with Section 3.5writing that marketing factors require a limitation on the number of shares to be underwritten, the Company shall, subject to may limit the provisions number of Section 1.3(c), use all commercially reasonable efforts to cause Registrable Securities to be registered under included in the Act registration and underwriting; provided, however, that (i) in no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded, and (ii) the number of Registrable Securities to be included in the registration and underwriting shall not be reduced to less than thirty percent (30%) of the total amount of securities included in such registration, unless such registration is the IPO, in which case all of the Registrable Securities may be excluded from such registration if requested by the underwriters. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that each such Holder requests are entitled to be registeredincluded in the registration and underwriting (other than on behalf of the Company) as set forth in Section 1.13 hereof. Notwithstanding anything to the contrary, if the registration is the IPO and the underwriters exclude all Registrable Securities and other stockholders from such registration, the Company shall have no obligation to provide notice as set forth in this Section 1.3. If any person does not agree to the terms of any such underwriting, he or she shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including whether for this purpose a registration effected by the Company for stockholders other than the Holdersits own account or otherwise) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, (ii) a registration relating to a corporate reorganization or other transaction on Form S-4 or under Rule 145 of the Act, (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (v) a registration pursuant to Section 2.1), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.56.6, the Company shall, subject to the provisions of Section 1.3(c2.2(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.6 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 2.2 to include any of the Preferred Holders’ Registrable Securities or the ARIAD Holder’s Registrable Securities or any of the Common Holder’s Common Stock in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their reasonable discretion will not jeopardize the success of the offering; provided, however, that no such reduction shall reduce the amount of Registrable Securities of the selling Holders included in the offering below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded, including all of the Common Stock owned by the Common Holders proposed to be included in the registration. In the event that the underwriters determine that less than all of the Registrable Securities or Common Stock requested to be registered can be included in such offering, then the Registrable Securities and shares of Common Stock that are included in such offering shall be apportioned pro rata among the Selling Preferred Holders and the ARIAD Holder based on the number of Registrable Securities held by all Selling Preferred Holders and the ARIAD Holder or in such other proportions as shall mutually be agreed to by all such Parties. For purposes of apportionment, for any selling stockholder which is a Preferred Holder of Registrable Securities and which is an investment fund, partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and Affiliates of such Preferred Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Selling Preferred Holder”, and any pro-rata reduction with respect to such “Selling Preferred Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Selling Preferred Holder,” as defined in this sentence.

Company Registration. (a) If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock equity securities, either for its own account for the account of a Holder or other securities under the Act in connection with the public offering account of such securities (other than (i) a registration relating to stockholder who is not a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Holder, the Company shall, at such time, : (i) promptly give the Holders (excluding any such Holder for whose account the shares are determined to be registered) written notice thereof; and (ii) include in such registration (and any related qualifications including compliance with Blue Sky laws), and in any underwriting involved therein, all the shares of Registrable Securities specified in a written request or requests, made within 20 days after the date of such written notice from the Company, by any such Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each Holder as a part of the written notice of such registrationgiven pursuant to Section 3(a)(i). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any each Holder to include its Registrable Securities in such registration pursuant to this Section 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s shares of Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) shall be limited to the extent provided herein. All Holders proposing to distribute Each Holder shall (together with the Company and the other stockholders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (which Company. Notwithstanding any other provision of this Section 3, if the managing underwriter or underwriters determines that marketing factors require a limitation of the number of shares to be underwritten, no securities to be registered for sale by Holders shall be reasonably acceptable included unless all shares to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice be registered for sale by the Company to be included in accordance with Section 3.5, such underwriting are so included. The Company shall so advise each Holder and the number of shares of Registrable Securities to be included in the registration and underwriting shall be so limited. (c) If the registration of which the Company shallgives notice is for a registered public offering involving an underwriting, subject to all Holders shall provide upon request customary lock-up agreements for themselves and their affiliates by which they agree not sell any of their shares for a period of 180 days from the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all effective date of the Registrable Securities that each such Holder requests to be registeredregistration statement.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its equity securities under the Securities Act, whether or not for sale for its own account or for the account of an affiliate or other person, in a manner that would permit registration of shares of Common Stock for sale to the public under the Securities Act on the same form proposed to be used in such registration (including for this purpose other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to securities of the Company issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with an acquisition by the Company of any company involving the issuance of the Company's capital stock), it will give twenty (20) days' prior written notice to the Subscriber of its intention to do so and, upon the written request of the Subscriber made within ten (10) days after the receipt of any such notice (which request shall specify the number of shares of Common Stock intended to be disposed of by the Subscriber and the intended method of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of the number of shares of Common Stock that the Company has been requested to register by the Subscriber (the "Additional Shares"), to the extent required to permit the disposition (in accordance with the intended methods as specified by the Subscriber) of the Common Stock so to be registered; provided, however, that (i) the Company shall not be required to effect any such registration at any time when an exemption from registration is otherwise available to the Subscriber affording Subscriber the right to dispose of all of the shares of Common Stock held by the Subscriber; and (ii) the Company shall not be required to include in such registration all of the Additional Shares requested by the Subscriber to be included therein if the registration of such number of shares would cause the market value of the number of shares to be registered by the Company on behalf of holders of piggyback registration rights to exceed one-third of the estimated market value of the Shares to be registered and sold by the Company and/or such other holders which may have requested such registration pursuant to a right to demand such registration; provided that to the extent permitted under its contractual obligation to holders of registration rights, the Company shall reduce the number of shares to be registered on behalf of holders of piggyback rights on a pro rata basis in proportion to the total number of shares of Common Stock (determined on a fully diluted basis assuming the conversion of any convertible securities) held by each such shareholder which requests registration of Additional Shares pursuant to piggyback rights granted by the Company. (b) If at any time after giving written notice to the Subscriber of its intention to register any of the Company's equity securities under the Securities Act (i) the Company in good faith shall determine not to register such securities, the Company may, at its election, give written notice of such determination to the Subscriber and, thereupon, shall be relieved of its obligation to register such shares pursuant to this Section 4.2 in connection with such registration, without prejudice, however, to any rights of the Subscriber to request that such registration be effected as a registration under Section 4.1, or (ii) the Company shall determine in good faith to delay the registration of such securities, the Company shall be permitted to delay the registration of such shares for the same period as the delay in registering the Shares to be registered by the Company for stockholders other than its own account or for others; and provided, further, that the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does shall not include substantially the same information as would be required to be included include in a any registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends pursuant to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with this Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.4.2

Company Registration. (a) If (but without Subject to Section 3(e) below, if at any obligation to do so) time or times after the date hereof the Company proposes determines to register any of its equity securities either for its own account or the account of a security holder or holders exercising its or their demand registration rights, the Company will: (including for this purpose i) Promptly give to each Investor written notice thereof; and (ii) Use its reasonable diligent efforts to include in such registration (and any related qualifications under applicable blue sky or other state securities laws and other compliance with the Securities Act), except as set forth in Section 3(c) below, and in any underwriting involved therein, all the Registrable Securities specified in a registration effected written request made by any Investor and received by the Company for stockholders other than within 20 days after the Holders) any of its stock or other securities under written notice from the Act Company described in connection with the public offering of such securities (other than clause (i) above is received by such Investor. Such written request may specify all or a part of an Investor's Registrable Securities. (b) If the registration relating to of which the Company gives notice is for a demand registered public offering involving an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to Section 1.2 3(a)(i) above. In such event, the right of any Investor to registration pursuant to this Section 3 shall be conditioned upon such Investor's participation in such underwriting and the inclusion of such Investor's Registrable Securities in the underwriting to the extent provided herein. All Investors proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company that have exercised their registration rights to participate therein and are distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. (c) Notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the Company shall so advise all Investors holding Registrable Securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (i) first to the Company for securities being sold for its own account and to security holders that have exercised their demand registration rights with respect to such registration, (ii) then to all other holders of equity securities of the Company included in such registration, including any Investors, on a registration relating solely pro rata basis. If any Person does not agree to the sale terms of any such underwriting, such Person shall be excluded therefrom by written notice from the Company, and the securities so excluded shall also be withdrawn from such registration. (d) If shares are so withdrawn from the registration and if the number of participants Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company stock planshall then offer to any Investors who have retained the right to include Registrable Securities in the registration the right to include additional Registrable Securities (that were initially requested to be included in such registration) in such registration, a provided that the number of shares of Registrable Securities, and the other securities entitled to be included in such registration relating in respect of such withdrawn shares, shall be allocated in accordance with the first sentence of Section 3(c). (e) This Section 3 shall not apply to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any registration form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting or to registrations relating solely to (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holderi) any Company employee benefit plan or (ii) transactions pursuant to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter Rule 145 or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered any other similar rule promulgated under the Act all of the Registrable Securities that each such Holder requests to be registeredAct.

Company Registration. (a) If The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of a Registration Statement (including, but without any obligation not limited to, a Registration Statement relating to do so) secondary offerings of securities of the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than Company, but excluding (i) a registration Registration Statements relating solely to a demand pursuant to Section 1.2 benefit plans or other compensation awards for employees or other service providers, or debt securities, (ii) a registration relating Registration Statements solely with respect to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization reorganizations or transaction other transactions under Rule 145 of the Securities Act, (iii) Registration Statements relating solely to a primary offering by the Company and (iv) a registration on any registration form that does not permit secondary sales), and such notice shall describe the proposed registration and distribution. (b) Each Holder desiring to include substantially the same information as would be required to be included in a registration statement covering the sale any such Registration Statement all or any part of the Registrable SecuritiesSecurities held by it shall, or a registration in which within fifteen (15) days after the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)above-described notice from the Company, so notify the Company shall, at in writing. The Company shall afford each such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder opportunity to include its in such Registration Statement all or part of the Registrable Securities in such registration shall be conditioned upon held by such Holder’s participation . (c) If the Registration Statement is to be filed in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All connection with an Underwritten Offering, all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the underwriting. The Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to be registered under the Act all of permit the Registrable Securities that each to be included in a Registration Statement under this Section 1.3 to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. (d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 1.3 by giving written notice to the Company of its request to withdraw prior to the filing of the Registration Statement. (e) In connection with any Underwritten Offering by the Company of its Common Stock pursuant to which a Holder is entitled to include its Registrable Securities pursuant to this Section 1.3, such Holder, if requested in good faith by the Company and the managing underwriter of the Underwritten Offering, shall agree not to, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company held by such Holder requests (except for any securities sold pursuant to be registeredsuch Registration Statement) or enter into any hedging transaction relating to any equity securities of the Company for a period not to exceed ninety (90) days following the effective date of the applicable Registration Statement as agreed to by such parties; provided, however, that the Company’s directors, executive officers and all other selling stockholders participating in such registration agree to such restrictions. For purposes of this Section 1.3, “hedging transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any equity security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

Company Registration. (a) If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under the Act in connection with the public offering account of such securities (a security holder or holders, other than (i) a registration relating solely to a demand pursuant to Section 1.2 employee benefit plans, or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Commission Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)transaction, the Company shall, at such time, will: (i) promptly give to each Holder written notice thereof; and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within twenty (20) days after receipt of such registrationwritten notice from the Company, by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, event the right of any Holder to include its Registrable Securities in such registration pursuant to Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (which Company. Notwithstanding any other provision of this Section 1.3, if the managing underwriter or underwriters shall determines that marketing factors require a limitation of the number of shares to be reasonably acceptable to those Initiating Holders holding a majority of underwritten, the managing underwriter may limit the Registrable Securities or other securities to be included in such registration, provided, however, that after the Company’s initial firm commitment underwritten public offering (the “IPO”) no such limitation shall reduce the percentage of Registrable Securities included in such registration below fifty percent (50%). In the Company’s IPO, such limitation may reduce the percentage of Registrable Securities included in such registration to 0%. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities contractually entitled to registration in the offering held by all Initiating Holders)such Holders and such other holders at the time of filing the registration statement. Upon To facilitate the written request allocation of each Holder given within twenty (20) days after mailing of such notice by the Company shares in accordance with Section 3.5the above provisions, the Company shall, subject may round the number of shares allocated to any Holder or holder to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all nearest 100 shares. If any Holder or holder disapproves of the Registrable Securities that each terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. In the event of any such withdrawal, the participating Holders may increase their participation pro rata up to the amount equal to the withdrawn securities. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder requests has elected to be registeredinclude securities in such registration.

Company Registration. (a) If (but without any obligation to do so) Effective from the expiration of the Lock-Up Term until the end of the Required Period, the Company proposes shall notify each Investor that holds Registrable Securities in writing at least ten (10) days prior to register (the filing of any Registration Statement related to an Underwritten Offering including for this purpose a registration effected shares of Common Stock by the Company for or one or more selling stockholders (other than the HoldersInvestors) (“Registration Notice”) and will afford each Investor an opportunity, subject to the terms and conditions of this Agreement, to include in such Registration Statement the number of Registrable Securities then held by such Investor that such Investor wishes to include in such Registration Statement. Each Investor desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Investor shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Investor wishes to include in such Registration Statement. If an Investor decides not to include Registrable Securities in any Registration Statement thereafter filed by the Company, such Investor shall nevertheless continue to have the right to include Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its stock or other securities under securities, all upon the Act in connection with the public offering of such securities (other than terms and conditions set forth herein. Each Investor shall keep confidential and not disclose to any Third Party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) a registration relating solely any information regarding the proposed offering as to the sale which such notice is delivered, except as required by law, regulation or as compelled by subpoena. The right of securities of participants in a Company stock plan, a registration relating any such Investor to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included Registrable Securities in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends pursuant to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration this Section 9.2(b) shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders The Investors proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by underwriting. Notwithstanding any other provision of this Section 9.2(b), if the Company managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Investors of such determination in writing, then the managing underwriter may exclude shares (which underwriter or underwriters shall be reasonably acceptable including up to those Initiating Holders holding a majority 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of Investors requesting inclusion of their Registrable Securities in such Registration Statement and all other stockholders selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by all Initiating Holders)each such Investor or other stockholder. Upon Notwithstanding the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 9.2(b) prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Investor has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If (but without any obligation to do so) Each time the Company proposes shall determine to register (including for this purpose file a registration effected by statement under the Company for stockholders Securities Act (other than the Holderson Form S-4, S-8 or a registration statement on Form S-1 covering solely xx xxxxxyee benefit plan) any of its stock or other securities under the Act in connection with the public offering proposed offer and sale for money of any of its securities either for its own account or on behalf of any other security holder, the Company agrees to give promptly written notice of its determination to Investor. Upon the written request of Investor given within thirty (30) days after the receipt of such securities (other than (i) a written notice from the Company, the Company agrees to cause all such Registrable Securities, which Investor has so requested registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock planthereof, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a such registration statement covering and registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by Investor of the Registrable Securities, or a Securities to be so registered. (b) If the registration in of which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder gives written notice of such registration. In such event, if the Company intends pursuant to distribute the securities covered by the registration by means of Section 2(a) is for a public offering involving an underwriting, the Company agrees to so advise Investor as a part of its written notice. In such event the right of any Holder Investor to include its Registrable Securities in such registration pursuant to this Section 6.2 shall be conditioned upon such Holder’s Investor's participation in such underwriting and the inclusion of such Holder’s Investor's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing Investor agrees to distribute enter into (together with the Company and the other holders distributing their securities through such underwriting shall enter into underwriting) an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company, provided that such underwriting agreement is in customary form. (c) Notwithstanding any other provision of this Section 6.2, if the managing underwriter of an underwritten distribution advises the Company and Investor in writing that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (which underwriter or underwriters i) the number of shares of Registrable Securities and other securities so requested to be included in the offering shall be reasonably acceptable reduced to those Initiating Holders holding a majority that number of shares which in the good faith judgment of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty managing underwriter can be sold in such offering (20) days after mailing of such notice except for shares to be issued by the Company in accordance with Section 3.5an offering initiated by the Company, which shall have priority over the Company shallshares of Registrable Securities), subject and (ii) such reduced number of shares shall be allocated among Investor and the holders of other securities in proportion, as nearly as practicable, to the provisions respective number of Section 1.3(c), use shares of Registrable Securities and other securities held by Investor and other holders at the time of filing the registration statement. All Registrable Securities and other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation and all commercially reasonable efforts to cause other Registrable Securities not originally requested to be registered under so included shall not be included in such registration and shall be withheld from the Act all of market by Investor for a period which the Registrable Securities that each such Holder requests managing underwriter reasonably determines is necessary to be registeredeffect the underwritten public offering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities either for its own account or other securities under the Act in connection with the public offering account of such securities a security holder or holders exercising their respective demand registration rights (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) hereof), other than a registration relating solely to employee benefit plans, a registration relating solely to the offer and sale of securities of participants in a Company stock plandebt securities, a registration relating solely to a corporate reorganization or other transaction under subject to Rule 145 of the Acton Form S-4, a registration on any registration form that does not include substantially the same information as would be required to be included in permit secondary sales, a registration statement covering related to any obligation of Proxim or the sale Company to register securities existing as of the Registrable Securitiesdate hereof and described in Section 2.3 or Section 3.3 of the Merger Agreement, Section 2.3 the Proxim Disclosure Letter or Section 3.3 of the Western Multiplex Disclosure Letter (any such registration, a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered"Company Registration"), the Company shall, at such time, will: (i) promptly give to each Holder written notice thereof; and (ii) use its commercially reasonable best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.1(b) below, and in any underwriting involved therein, the Registrable Securities specified in a written request or requests made by any Holder and received by the Company within fifteen (15) days after the written notice from the Company described in clause (i) above is received by such Holder, which written request may specify all or a part of such registrationa Holder's Registrable Securities. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.1(a)(i). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 1.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Stockholders that are participating in such registration) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for by the Company. If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by notice from the Company or the underwriters. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors in the manner set forth in Section 1.1(b)(ii), the Company shall then offer to all Holders who have retained the right to include securities in the Company Registration the right to include additional securities in such Company Registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 1.1(b)(ii) hereof. (ii) Notwithstanding any other provision of this Section 1.1, in the event that a Company Registration is underwritten, if a representative of the underwriters advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) in an offering subject to this Section 1.1 because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of securities to be offered, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and, subject to the terms of any registration rights agreements existing as of the date hereof between Other Stockholders and the Company, the number of shares that may be included in the underwriting shall be allocated, first, to the Company, second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Company (Holders and, third, to the Other Stockholders in accordance with the agreements pursuant to which underwriter the Other Stockholders have registration rights. Any Registrable Securities or underwriters other securities excluded or withdrawn from such underwriting shall be reasonably acceptable withdrawn from such registration. If the underwriting agreement executed in connection with such offering provides for an overallotment option to those Initiating be granted to the underwriters, and if such option is exercised by the underwriters, the allocation priority established above shall govern the allocation with respect to the sale of any shares of securities (including Registrable Securities) pursuant to such exercise by the underwriters. No such reduction pursuant to this Section 1.1(b)(ii) shall reduce the amount of securities of the selling Holders holding a majority included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering does not include shares of any Other Stockholders, in which event any or all of the Registrable Securities held by all Initiating Holdersof the Holders may be excluded in accordance with the first sentence of this Section 1.1(b)(ii). Upon . (iii) To facilitate the written request allocation of each shares in accordance with the above provisions, the Company or the underwriter(s) may round the number of shares allocated to any Holder given within twenty to the nearest 100 shares. (20c) days after mailing Subject to Section 1.3, the Company shall have the right to terminate or withdraw any registration described under this Section 1.1 prior to the effectiveness of such notice registration whether or not any Holder has elected to include Registrable Securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.1.3 hereof. -2-

Company Registration. (a) If (but without any obligation to do so) Effective from the expiration of the Lock-Up Term, the Company proposes shall notify each Investor that holds Registrable Securities in writing at least ten (10) days prior to register the filing of any Registration Statement related to an Underwritten Offering including shares of Common Stock by one or more selling stockholders (including for other than the Investors) (“Registration Notice”) and will afford each Investor an opportunity, subject to the terms and conditions of this purpose a registration effected Agreement, to include in such Registration Statement the number of Registrable Securities then held by such Investor that such Investor wishes to include in such Registration Statement. Each Investor desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Investor shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Investor wishes to include in such Registration Statement. If an Investor decides not to include Registrable Securities in any Registration Statement thereafter filed by the Company, such Investor shall nevertheless continue to have the right to include Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company for stockholders other than the Holders) any with respect to offerings of its stock or other securities under securities, all upon the Act in connection with the public offering of such securities (other than terms and conditions set forth herein. Each Investor shall keep confidential and not disclose to any Third Party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) a registration relating solely any information regarding the proposed offering as to the sale which such notice is delivered, except as required by law, regulation or as compelled by subpoena. The right of securities of participants in a Company stock plan, a registration relating any such Investor to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included Registrable Securities in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends pursuant to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration this Section 9.2(b) shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders The Investors proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by underwriting. Notwithstanding any other provision of this Section 9.2(b), if the Company managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Investors of such determination in writing, then the managing underwriter may exclude shares (which underwriter or underwriters shall be reasonably acceptable including up to those Initiating Holders holding a majority 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of Investors requesting inclusion of their Registrable Securities in such Registration Statement and all other stockholders selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by all Initiating Holders)each such Investor or other stockholder. Upon Notwithstanding the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 9.2(b) prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Investor has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including any shares of Common Stock for this purpose the account of the Company, a registration effected by the Company for stockholders other than the Holders) any of its stock security holder or other securities under the Act in connection with the public offering of such securities holders or otherwise (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesemployee benefit plans, or a registration relating solely to a merger, exchange offer or a transaction of the type specified in which Rule 145(a) under the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredSecurities Act), the Company shall, at such time, will promptly give deliver to each Holder of the Holders a written notice of such proposed transaction at least 20 Business Days prior to the filing of a registration statement and include in such registration, and in any underwriting involved therein, all the Registrable Securities specified in written requests made by Holders within ten Business Days after receipt of the written notice from the Company described above. Each Holder shall be entitled to have its shares included in an unlimited number of registrations pursuant to this Section 9.2. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any each Holder to include its Registrable Securities in such registration pursuant to Section 9.2(a) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s the Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All If the Holders proposing shall have elected to distribute exercise their securities through such underwriting rights under Section 9.2(a) (each, a "Section 9.2 Exercising Holder," and, together with the Section 9.1 Exercising Holders, the "Exercising Holders"), they shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority Company. Notwithstanding any other provision of this Section 9.2, if the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by representative determines and so advises the Company in accordance with Section 3.5writing that marketing factors require a limitation on the number of shares to be underwritten, the Company shall, subject to shall so advise the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.Section

Company Registration. (a) If (but without any obligation to do so) 4.1 Whenever the Company proposes to register file a Registration Statement (including either for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act own account (but not in connection with the public offering of such securities (its IPO) or in order to register [common stock][limited partnership interests] held by any other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale holder of securities of participants in a the Company), it will, prior to such filing, give written notice to all Securityholders of its intention to do so and, upon the written request of any Securityholder given within 20 days after such notice from the Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 (which request shall state the intended method of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale disposition of the such Securityholder's Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at shall use its reasonable best efforts to cause all Registrable Securities which the Company has been requested by such time, promptly give each Holder written notice Securityholder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such registration. In such event, if Securityholder; provided that the Company intends shall have the right to distribute the securities covered by the -------- postpone or withdraw any registration by means under this Section 4 without obligation to any Securityholder. (a) In connection with any registration under this Section 4 that is part of an underwritingunderwritten public offering, the right of any Holder Company shall not be required to include its any Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and unless the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall holders enter into an underwriting agreement in customary form with the underwriters selected for the offering. (b) If, in the opinion of the managing underwriter or underwriters selected by the Company, it is appropriate to limit the amount of Registrable Securities to be included in the offering, then the Company shall be required to include in the registration only that amount of Registrable Securities, if any, which the managing underwriter or underwriters reasonably believe should be included therein. If the amount of Registrable Securities to be included in the offering in accordance with the foregoing is less than the total amount which the holders of Registrable Securities have requested to be included, then the holders of Registrable Securities who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Registrable Securities. If any Securityholder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Securityholders pro rata in the manner described in the preceding sentence. For the purposes of this Section 4.2(b), the registration rights of the Securityholders under Section 4 hereof shall have priority over any similar registration rights of other holders of the Company's securities pursuant to any other agreement with the Company (whether entered into before or after the date hereof), so that in the event of a limitation on the registration of Registrable Securities as described in this Section 4.2(b), no other securities for such underwriting which there are registration rights similar to those contained in this Section 4 shall be registered by the Company (which underwriter or underwriters shall on the relevant Registration Statement unless all Registrable Securities requested to be reasonably acceptable to those Initiating Holders holding a majority included are so included in such Registration Statement, provided, however, that the priority of the Registrable Securities held by all Initiating Holders). Upon Securityholders described in this sentence shall not apply to any "demand" or other registration rights of any of the written request of each Holder given within twenty (20) days after mailing of such notice by Company's other securityholders contained in any other agreement with the Company in accordance with Section 3.5Company, the Company shall, subject which rights are similar to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all rights of the Registrable Securities that each such Holder requests to be registeredSecurityholders contained in Sections 2 and 3 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other equity securities under the Act in connection with the public offering of such equity securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of equity securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall: (a) promptly give to each holder of Registrable Securities written notice thereof (which will include, to the extent known at such the time, promptly give each Holder written notice a list of such registration. In such event, if the jurisdictions in which the Company intends to distribute qualify such securities under the applicable blue sky or other state securities covered by the registration by means of an underwritinglaws, the right proposed offering price or price range, and the plan of any Holder to distribution); (b) include its Registrable Securities in such registration shall (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within forty-five (45) days after such written notice from the Company, by holders of Registrable Securities; and (c) use its best efforts to cause the managing underwriter or underwriters of such proposed Underwritten Offering to permit the Registrable Securities requested to be conditioned upon included in the registration statement for such Holder’s participation offering to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Company and the holders of such Registrable Securities that that in their opinion the Registrable Securities requested to be included in such underwriting offering is sufficiently large so as to materially and adversely affect to success of the inclusion offering, then the number of such Holder’s shares of Registrable Securities that may be included in the underwriting without any such material effect shall be allocated among all Holders thereof in proportion (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holderas nearly as practicable) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by amount of Registrable Securities of the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause requested to be registered under the Act all of the Registrable Securities that included in such offering by each such Holder requests to be registeredHolder.

Company Registration. (a) If Subject to Section 1.3(d) below, if (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders shareholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof. (c) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their reasonable discretion will not

Company Registration. (a) If If, at any time (but without any obligation to do so) ), the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock Common Stock or other equity securities under the Securities Act on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in connection with the public effect) for purposes of an offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization by or transaction under Rule 145 on behalf of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale Company of the Registrable Securities, or a registration in which the only its Common Stock being registered is Common Stock issuable upon conversion of debt or other equity securities that are also being registered)for its own account, then each such time the Company shall, at least 20 business days prior to the time when any such timeregistration statement is filed with the SEC, promptly give each Holder prompt written notice to the Holders of its intention to do so. Such notice shall specify, at a minimum, the number and class of shares or other equity securities so proposed to be registered, the proposed date of filing of such registration. In registration statement, any proposed means of distribution of such eventshares or other equity securities, if any proposed managing underwriter or underwriters of such shares or other equity securities and a good faith estimate by the Company intends of the proposed maximum offering price thereof, as such price is proposed to distribute appear on the securities covered by facing page of such registration statement. Upon the registration by means of an underwriting, the right written direction of any Holder to include its or Holders, given within 10 days following the receipt by such Holder of such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall include in such registration statement any or all of the Registrable Securities then held by such Holder requesting such registration (a “Selling Holder”) to the extent necessary to permit the sale or other disposition of such number of Registrable Securities as such Selling Holder has so directed the Company to be so registered. Failure of any Stockholders to respond to the Company’s notice within the 10-day period specified above shall be conditioned upon deemed an election by such Holder not to have any of such Holder’s participation Registrable Securities included in such underwriting registration statement. Notwithstanding the foregoing, the Holders shall not have any right under this Section 4(a) if the registration proposed to be effected by the Company relates solely to shares of Common Stock or other equity securities that are issuable (1) solely to officers or employees of the Company or any subsidiary thereof pursuant to a bona fide employee stock option, bonus or other employee benefit plan or (2) as direct consideration in connection with a merger, exchange offer or acquisition of a business. (b) In the event that the Company proposes to register shares of Common Stock or other equity securities for purposes of an offering described in the first sentence of Section 4(a), and any managing underwriter shall advise the Company and the inclusion Selling Holders in writing that, in its opinion, market or other factors require a limitation of the number of securities to be underwritten, then the Company will include in such registration statement such number of shares or securities as the Company and such Selling Holders are so advised can be sold in such offering (the “Offering Maximum Number”), as follows and in the following order of priority: (A) first, the number of shares or securities proposed to be included by the Company, and (B) second, if and to the extent that the number of shares or securities to be registered under clause (A) is less than the Offering Maximum Number, Registrable Securities of each Selling Holder, allocated pro rata and without any priority as between the Selling Holders, in proportion to the number sought to be registered by each Selling Holder relative to the number sought to be registered by all the Selling Holders, that, in the aggregate, when added to the number of shares or securities to be registered under clause (A), equals the Offering Maximum Number. (c) The Company shall have no obligation under this Section 4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to the Holders for its failure to do so. (d) Any Holder having notified or directed the Company to include any or all of such Holder’s Registrable Securities in a registration statement pursuant to this Section 4 hereof shall have the underwriting right to withdraw such notice or direction with respect to any or all of the Registrable Securities designated for registration thereby by giving written notice to such effect to the Company at least five business days prior to the anticipated effective date of such registration statement. In the event of any such withdrawal, the Company shall amend, at the withdrawing Holder’s expense, such registration statement and take such other actions as may be necessary so that such withdrawn Registrable Securities are not included in the applicable registration and not sold pursuant thereto, and such withdrawn Registrable Securities shall continue to be Registrable Securities in accordance herewith. No such withdrawal shall affect the obligations of the Company with respect to Registrable Securities not so withdrawn. (e) Any Holder having notified or directed the Company to include any or all of such Holder’s Registrable Securities in a registration statement pursuant to this Section 4, shall, unless otherwise mutually agreed by a majority the Company, offer and sell such Registrable Securities using the same underwriter or underwriters and on the same terms and conditions as other securities included in interest of such underwritten offering. Each Selling Holder participating in the Initiating Holders and such Holderunderwritten offering shall (i) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by containing conventional representations, warranties, allocation of expenses, and customary closing conditions with any underwriter who acquires any Registrable Securities; and (ii) complete and execute all reasonable questionnaires, powers of attorney, indemnities, lock-up letters and other documents required under the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing terms of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredunderwritten offering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating effected on Form S-4 or Form S-8, and any registration pursuant to a corporate reorganization any registration statement that has been declared effective on or transaction under Rule 145 of prior to the Act, a registration on date hereof together with any form that does not include substantially the same information as would be required to be included in post-effective amendments or supplements thereto (other than such a registration statement covering the sale of the Registrable Securities, pertaining to shares held by a Shareholder or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredits Affiliates), the Company shall, at such time, promptly give each Holder Shareholder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder Shareholder given within twenty ten (2010) days Business Days after mailing delivery of such notice by the Company in accordance with Section 3.512 (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to the provisions of Section 1.3(c2(c), use all its commercially reasonable efforts to cause to be registered under the Act all such Registrable Shares requested to be included in such registration to be included on the same terms and conditions as the securities otherwise being sold by the Company in such registration. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration, or to terminate the effectiveness of any such registration, whether or not any Shareholder has elected to include Registrable Shares in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 2 to include the Shareholder’s securities in such underwriting unless the Shareholder accepts the terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Shares, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Shares, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Shares be excluded from such offering unless all other shareholders’ securities (other than Registrable Shares) have been first excluded. (d) In the event that less than all of the Registrable Securities that each such Holder requests Shares requested to be registeredregistered can be included in such offering, then the number of Registrable Shares included in the offering shall equal the total number of Registrable Shares included in the offering, as determined pursuant to the immediately preceding paragraph, multiplied by a fraction (i) the numerator of which is the number of Registrable Shares then held by Shareholder requesting to include Registrable Shares in the offering and (ii) the denominator of which is the sum of the number of Registrable Shares then held by Shareholder requesting to include Registrable Shares in the offering. The number of Registrable Shares included in the offering pursuant to the immediately preceding sentence shall be apportioned pro rata among the selling Shareholder based on the number of Registrable Shares held by the selling Shareholder or in such other proportions as shall mutually be agreed to by all such selling Shareholder. For purposes of the preceding sentence concerning apportionment, for any selling shareholder that is a Shareholder holding Registrable Shares and that is a partnership or limited liability company, the partners and members of such Shareholder, or the estates and family members of any such partners and members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Shareholder,” and any pro rata reduction with respect to such “selling Shareholder” shall be based upon the aggregate amount of Registrable Shares owned by all such related entities and individuals.

Company Registration. (a) If (but without If, at any obligation to do so) time 180 days after the Registration Statement is declared effective by the SEC, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesStock, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder Investor written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder Investor given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)1.2(c) below, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities Stock that each such Holder requests Investor has requested to be registered. Nothing contained in this Section 1.2 obligates the Company to register any of its stock or other securities under the Act. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.2 prior to the effectiveness of such registration whether or not Investor has elected to include securities in such registration. (c) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.2 to include any of the Investor's securities in such underwriting unless Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including share of the Stock, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including shares of the Stock, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall shares of the Stock be included in such registration unless all shares of Registrable Securities (as defined in the Stockholders Agreement described below) that request registration pursuant to Section 1.3 of that certain Stockholders Agreement dated August 11, 1997, as amended, are first included in such registration.

Company Registration. (a) If (but without at any obligation time, or from time to do so) time, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under for the Act in connection with the public offering account of such securities (a security holder or holders, other than (i) a registration relating solely to a demand pursuant to Section 1.2 transaction under SEC Rule 145 or any successor thereto, or (ii) a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or (iii) a registration relating pursuant to a corporate reorganization sections 2, 3 or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)4, the Company shall, at such time, will: (i) promptly give to each Holder written notice thereof (which shall include a list of such registration. In such event, if the jurisdictions in which the Company intends to distribute attempt to qualify such securities under the applicable blue sky laws or other state securities covered laws) and (ii) include in such registration (and any related qualification under blue sky laws or other compliance) and in any underwriting involved therein, all the Registrable Securities specified in any written request or requests by any Holder or Holders received by the Company within thirty (30) days after such written notice is given on the same terms and conditions as the Common Stock, if any, otherwise being sold through the underwriter in such registration. (b) If the registration by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 6(a)(i). In such event the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 6 (with the exception of subsection (d) below), if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the amount of Registrable Securities to be included in such registration and underwriting; provided, however, that the underwriter may not limit the Registrable Securities to be included in any proposed registration (other than the Initial Public Offering) to an amount that is less than thirty percent (30%) of the total value of the securities to be distributed through such registration and underwriting. In the case of the Initial Public Offering, the underwriter shall have the right pursuant to this Section 6(c) to reduce the number of Registrable Securities to be included in such registration to zero, subject to Section 6(d) herein. The Company (which underwriter or underwriters shall so advise all Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reasonably acceptable allocated in proportion, as nearly as practicable, to those Initiating Holders holding a majority the respective amounts of the Registrable Securities held by all Initiating Holders). Upon such Holders at the written request time of each Holder given within twenty filing the registration statement. (20d) days after mailing of such notice by Notwithstanding the Company in accordance with Section 3.5, the Company shall, subject to the cutback provisions of Section 1.3(c6(c), use all commercially reasonable efforts if Cypress desires to cause to be registered under the Act all include Registrable Securities held by it in a registration of the Company's securities pursuant to this Section 6, unless Cypress consents in writing, in no event shall the number of Registrable Securities that each held by Cypress and included in such registration be less than thirty-three and one-third percent (33-1/3%) of the total number of shares of the Company's securities registered thereunder. (e) If any Holder disapproves of the terms of any such underwriting, such Holder requests may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall also be registeredwithdrawn from registration and shall not be transferred in a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or such shorter period of time as the underwriter may require.

Company Registration. (a) If (but without any obligation to do so) After the Transfer Restriction Period shall have expired, if the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (Common Stock for its own account, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to employee benefit plans, a registration relating to the offer and sale of securities of participants in a Company stock planconvertible or other debt securities, a registration relating to a corporate reorganization or transaction under other Rule 145 of the Acttransaction, or a registration on any registration form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)permit secondary sales, the Company shall, at such time, will (i) promptly give each Holder written notice of the proposed registration to Purchaser and (ii) use its commercially reasonable efforts to include in such registrationregistration (and any related qualification under “Blue Sky” laws or other compliance), except as set forth in Section 6.2(b) below, and in any underwriting involved therein, all of such Shares as are specified in a written request made by Purchaser received by the Company within ten Trading Days after such written notice from the Company is mailed or delivered. Such written request may specify that all or a part of the Shares are requested to be registered. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Purchaser as a part of the written notice given pursuant to Section 6.2(a)(i). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder Purchaser to include its Registrable Securities in such registration pursuant to this Section 6.2(b) shall be conditioned upon such HolderPurchaser’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities the Shares in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing If Purchaser proposes to distribute their its securities through such underwriting underwriting, Purchaser shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company (which underwriter or Company. Notwithstanding any other provision of this Section 6.2, if the underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by advise the Company in accordance with Section 3.5writing that marketing factors require a limitation on the number of shares of Common Stock to be underwritten, the Company shall, underwriters may (subject to the provisions limitations set forth below) exclude all Shares from, or limit the number of Section 1.3(c), use all commercially reasonable efforts to cause Shares to be registered included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of Common Stock that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for shares of Common Stock being sold for its own account and (ii) second, to Purchaser requesting to include the Shares in such registration statement. If Purchaser requests inclusion in such registration but does not agree to the terms of any such underwriting, Purchaser shall also be excluded therefrom by written notice from the Company or the underwriter. The Shares so excluded shall also be withdrawn from such underwriting. Any Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6.2 prior to the Act effectiveness of such registration whether or not Purchaser has elected to include Shares in such registration. Purchaser shall have the right to withdraw all or part of the Registrable Securities that each Shares from such Holder requests registration. (d) No registration pursuant to be registeredthis Section 6.2 shall count towards registrations required pursuant to Section 6.1.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company an employee stock plan, a registration relating plan or with respect to a corporate reorganization reorganizations or transaction other transactions under Rule 145 of the Act, or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if registration at least twenty (20) days prior to the Company intends to distribute initial filing with the securities covered by the registration by means SEC of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)statement. Upon the written request of each Holder given within twenty ten (2010) days after mailing of such notice by the Company in accordance with Section 3.5notice, the Company shall, subject to the provisions of Section 1.3(c)0 below, use all commercially reasonable efforts to cause to be registered under include in the Act registration statement all of the Registrable Securities that each such Holder requests has requested to be registered. (b) In connection with any Underwritten Offering, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless such Holders accept the terms of the underwriting reasonably necessary to effect the offer or sale of the Registrable Securities and as agreed upon between the Company and the underwriters selected by it (or by other Persons entitled to select the underwriters), and then only as set forth below: (i) If a registration is initiated as an Underwritten Offering by and on behalf of the Company, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell and (ii) second, to other securities (including Registrable Securities) requested to be included in such registration by the stockholders of the Company on a pro rata basis (based on the selling stockholders’ relative ownership of Registrable Securities or on such other basis as such holders may agree among themselves and the Company). (ii) If a registration is initiated as an Underwritten Offering on behalf of a holder of the Company’s securities (other than a Holder of Registrable Securities pursuant to Section 1.2), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and (ii) second, to other securities (including Registrable Securities) requested to be included in such registration by other security holders, the Company and the Holders, pro rata among such holder(s), the Company and the Holders on the basis of the number of shares requested to be registered by them. (c) For purposes of determining apportionment among selling stockholders, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence. In connection with any offering involving an underwriting of shares of the Company’s capital stock, each Holder agrees to comply with the terms set forth in the underwriters agreement between the Company and the one or more underwriters participating in such offering. Notwithstanding anything to the contrary set forth herein, the Company may withdraw a registration statement initiated under this Section 1.3 at any time prior to the time it becomes effective; provided that, in such event, the Company shall reimburse Holders of Registrable Securities requested to be included in such registration for all out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred with respect to such registration prior to such withdrawal by the Company.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including any shares of Common Stock for this purpose the account of a registration effected by the Company for stockholders other than the Holders) any of its stock security holder or other securities under the Act in connection with the public offering of such securities holders or otherwise (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesemployee benefit plans, or a registration relating solely to a merger, exchange offer or a transaction of the type specified in which Rule 145(a) under the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredSecurities Act), the Company shall, at such time, will promptly give each Holder deliver to the Purchaser a written notice of such proposed transaction at least 20 Business Days prior to the filing of a Registration Statement and include in such registration, and in any underwriting involved therein, all Purchased Shares specified in a written request made by the Purchaser within ten Business Days after receipt of the written notice from the Company described above. The Purchaser shall be entitled to have its shares included in an unlimited number of registrations pursuant to this Section 9.2. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Purchaser as a part of the written notice given pursuant to Section 9.2(a). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder the Purchaser to include its Registrable Securities in such registration pursuant to Section 9.2(a) shall be conditioned upon such Holder’s the Purchaser's participation in such underwriting and the inclusion of such Holder’s Registrable Securities the Purchased Shares in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing If the Purchaser shall have elected to distribute their securities through such underwriting exercise its rights under Section 9.2(a), it shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority Company. Notwithstanding any other provision of this Section 9.2, if the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by representative determines and so advises the Company in accordance with Section 3.5writing that marketing factors require a limitation on the number of shares to be underwritten, the Company shallshall so advise the Purchaser. In such an event, subject the number of Purchased Shares that may be included in the registration and underwriting by the Purchaser shall be reduced, on a pro rata basis (based on the number of shares of Common Stock held by the Purchaser and each other Person (other than the Company) registering shares under such registration), by such minimum number of shares as is necessary to comply with such limitation. If the Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to Company and the underwriter. Any Purchased Shares excluded or withdrawn from such underwriting shall be registered under the Act all of the Registrable Securities that each withdrawn from such Holder requests to be registeredregistration.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other equity securities under the Act in connection with the public offering of such securities (for its own account other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock planbenefit plans, or a registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction, or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, the Company will (A) promptly give to each of the Holders a written notice thereof; and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within ten (10) business days after the giving of the written notice from the Company described in clause (i) above, except as set forth in Section 3(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such registration and prior to the effective date of the registration statement filed in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)connection with such registration, the Company shallshall determine for any reason not to register such equity securities the Company may, at such timeits election, promptly give each Holder written notice of such registration. In such event, if determination to the Holders and thereupon the Company intends shall be relieved of its obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its register such Registrable Securities in such connection with the registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting equity securities (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shallwithout prejudice, subject however, to the provisions rights (if any) of Holders immediately to request that such registration be effected as a registration under Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered3(a) hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.6, the Company shall, subject to the provisions of Section 1.3(c1.3(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. Registrations effected pursuant to this Section 1.3 shall not be counted as demands for registration pursuant to Section 1.2. (b) If the registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the IPO and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and lineal descendants of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If (but without any obligation If, prior to do so) the Company first anniversary of the Closing Date, AZZ proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock equity securities either for its own account or other securities under for the Act in connection with the public offering account of such securities (a security holder or holders, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Securities Exchange Commission ("SEC") Rule 145 of the ActTransaction (including any Form S-4 acquisition shelf registration statement), or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesAZZ Shares, or AZZ will: (i) promptly give to each Seller a written notice thereof, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, a list of the jurisdictions in which the only Common Stock being registered is Common Stock issuable upon conversion AZZ intends to attempt to qualify such securities under applicable blue sky or other state securities laws, and whether or not such registration will be in connection with an underwritten offering of debt its securities that are also being registered)and, if so, the Company shall, at identity of the managing underwriter and whether such time, promptly give each Holder written notice of offering will be pursuant to a "best efforts" or "firm commitment" underwriting) if such registration. In such eventdisclosure is acceptable to the managing underwriter, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to any; and (ii) include its Registrable Securities in such registration (and any related qualification under blue sky laws), and in any underwriting involved therein, all the AZZ Shares if a written request or requests is made by any Seller delivered to AZZ within 15 days after receipt of the written notice from AZZ described in clause (i) above, except as set forth in Section 1.3.6(b) below. Such written request shall specify the intended method of disposition of the AZZ Shares. (b) If the registration so proposed by AZZ involves an underwritten offering of securities by AZZ, and the managing underwriter of such underwritten offering shall advise AZZ that, in its judgment, the number of AZZ Shares and any other securities held by other shareholders of AZZ proposed to be conditioned upon such Holder’s participation included in such underwriting and offering should be limited (i) due to market conditions or (ii) because the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders AZZ Shares and such Holder) to the extent provided herein. All Holders proposing to distribute their other securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon other shareholders of AZZ could adversely impact the written request of purchase price obtained for the securities proposed to be included in such offering by AZZ, then AZZ shall promptly advise each Holder given within twenty such Seller and the managing underwriter may (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities that each securities which would otherwise be underwritten pursuant hereto and the distribution of such Holder requests to securities as are so excluded shall be registereddeferred until the completion of the distribution of securities by the underwriters.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that which are also being registered), the Company shall, at such time, promptly give each Major Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Major Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.54.5, the Company shall, subject to the provisions of Section 1.3(c)2.7, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Major Holder requests has requested to be registered. (b) If the Company intends to distribute the Registrable Securities by means of an underwriting, it shall so advise the Major Holders in the written notice referred to in subsection 2.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Major Holders. In such event, the right of any Major Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Major Holders and such Holder) to the extent provided herein. All Major Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.2, if either the underwriter or the Company advises the Major Holders in writing that, in the good faith determination of the underwriter, marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Major Holders thereof, in

Company Registration. (a) If at any time, or from time to time, prior to the date seven (but without any obligation to do so7) years after the date of this Agreement, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under for the Act in connection with the public offering account of such securities (a security holder or holders, other than (i) a registration relating to a demand pursuant to Section 1.2 on Form S-1 or (ii) a registration S-8 relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration on Form S-4 relating solely to a corporate reorganization or transaction under an SEC Rule 145 of the Acttransaction, or a registration on any other form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, will: (i) promptly give to each Holder written notice of thereof; and (ii) include in such registration, and in any underwriting involved therein, all the Registrable securities specified in any written request or requests by any Holder or Holders received by the Company within twenty (20) days after the date of the written notice required by Section 4.2(a)(i) above, on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through the underwriter in such registration. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to clause (i) of Section 4.2(a). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, event the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 4.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 4.2, if the underwriter determines that marketing factors require a limitation of the number of shares of Common Stock to be underwritten, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting. The Company (shall so advise all Holders of Registrable Securities which underwriter or underwriters would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reasonably acceptable to those Initiating Holders holding a majority allocated among all of the Holders, in proportion, as nearly as practicable, to the amounts of Registrable Securities held by all Initiating Holders)such Holders at the time of filing the registration statement. Upon No Registrable Securities excluded from the written request underwriting by reason of each the underwriter's marketing limitation shall be included in such registration. (d) Notwithstanding any other provision of this Section 4.2, no Holder given within twenty (20) days after mailing of such notice by the Company shall be entitled to include any Registrable Securities in accordance with a registration pursuant to this Section 3.5, the Company shall, subject 4.2 if and to the provisions extent that such inclusion would reduce the number of shares of Registrable Securities entitled to participate in such registration pursuant to Section 1.3(c)7.2, use 7.3 or 7.4 of the Preferred Stock Purchase Agreement. The Company shall so advise all commercially reasonable efforts to cause to Holders of Registrable Securities which would otherwise be registered under pursuant hereto but for the Act foregoing sentence, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among all of the Holders, in proportion, as nearly as practicable, to the amounts of Registrable Securities that each held by such Holder requests to be registeredHolders at the time of filing the registration statement.

Company Registration. (a) If (but without at any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act Securities Act, whether or not for sale for its own account, on a form and in connection with a manner which would permit registration of its shares for sale to the public offering of such securities under the Securities Act (other than (i) a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in the Company pursuant to a Company stock option, stock purchase or similar plan, a registration relating an offering or sale of securities pursuant to a corporate reorganization Form S-4 (or transaction under successor form) registration statement, or an SEC Rule 145 transaction), it will each such time give prompt written notice to the Holder 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, and upon the written request of the ActHolder delivered to the Company within thirty (30) days after the giving of any such notice, a the Company will effect the registration on any form that does not include substantially under the same information Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder to the extent required to permit the disposition (in accordance with the intended methods thereof as would be required aforesaid). The Company will use its commercially reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities to be covered by the registration statement proposed to be filed by means of an underwritingthe Company, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) all to the extent provided hereinrequired to permit the sale or other disposition by the Holder of such Registrable Securities so registered. All Holders proposing If any registration pursuant to distribute their securities through this SECTION 3.2 shall be, in whole or in part, an underwritten public offering of securities, then the number of Registrable Securities to be included in such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting may be reduced by the Company (which if and to the extent that the managing underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities opinion that such inclusion would adversely affect the marketing, success or offering price of such offering as follows: first, all shares held by other persons requesting inclusion in such offering shall be reduced pro rata among such persons according to the number of shares requested by each such person to be registered, then all Initiating Holders). Upon shares held by the written request of each Holder given within twenty (20) days after mailing of such notice shall be reduced, and finally, shares to be sold by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to shall be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredreduced.

Company Registration. (a) If (but without any obligation The Buyer may determine to do so) provide for the Company proposes to register (including firmly underwritten sale of Buyer Common Stock for this purpose a registration effected by its own account and/or the Company for stockholders account of other than the Holders) any of its stock or other securities under the Act stockholders, and in connection with such determination, file with the public offering of such securities (other than (i) SEC a registration statement to register such Buyer Common Stock (an "Underwritten Sale"). The Buyer shall give prompt written notice to the Resale Holders of the filing of a registration statement relating to a demand pursuant to Section 1.2 any Underwritten Sale where such filing is made on or before April 15, 2000 and any Resale Holder may participate in such Underwritten Sale (iiand any related qualification under blue sky laws or other related compliance) a registration relating solely by providing written notice to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 Buyer within 10 calendar days of the Actdelivery of the foregoing notice from the Buyer. If in the good faith judgment of the managing underwriter of the Underwritten Sale, a registration on the inclusion of all or any form that does not include substantially portion of the same information as would be required Registrable Shares requested to be included in a registration statement covering the sale Underwritten Sale would reduce the number of shares to be offered by the Buyer or interfere with the successful marketing of the securities offered by the Buyer, the number of Registrable SecuritiesShares otherwise to be included by Resale Holders in the Underwritten Sale may be reduced pro rata or excluded altogether; provided, or a registration that the Registrable Shares must be treated in which the only same manner as shares of Buyer Common Stock being registered is Common Stock issuable upon conversion held all other selling security holders. To facilitate the allocation of debt securities that are also being registered)shares in accordance with the above provision, the Company shall, at such time, promptly give each Holder written notice Buyer or the underwriters may round the number of such registration. In such event, if the Company intends shares allocated to distribute the securities covered by the registration by means of an underwriting, the right of any Resale Holder to include its the nearest 100 shares. (b) All Resale Holders distributing Registrable Securities in such registration through the Underwritten Sale shall be conditioned upon such Holder’s participation in such underwriting (together with the Buyer and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute other holders distributing their securities through such underwriting shall the Underwritten Sale) enter into an underwriting agreement in customary form with the underwriter or underwriters managing underwriter. The underwriter(s) for an Underwritten Sale shall be selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority Buyer in its sole discretion. If any Resale Holder disapproves of the Registrable Securities held terms of the Underwritten Sale, he or she may elect to withdraw therefrom by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under Buyer and the Act all of the Registrable Securities that each such Holder requests to be registeredmanaging underwriter.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities either for its own account or other securities under for the Act in connection with the public offering account of such securities a security holder or holders exercising their respective demand rights (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) 2a hereof), other than a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration relating solely to a corporate reorganization or transaction under Rule 145 of the 1933 Act, or a registration on any registration form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)permit secondary sales, the Company shall, at such time, promptly will: (A) promply give to each Holder Investor written notice thereof; and (B) use its best efforts to include in such registration (and any related qualification under blue sky laws), except as set forth in Section 2c(ii) hereof, and in any underwriting involved therein, all the Securities specified in a written request or requests made by any Investor and received by the Company within twenty (20) days after the written notice from the Company described above is mailed or delivered by the Company. Such written request may specify all or a part of such registrationan Investor's Securities. No right to registration of Securities under this Section 2b shall be construed to limit any registration required under Section 2a. (ii) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to Section 2b(i) above. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder Investor to include its Registrable Securities in such registration pursuant to this Section 2b shall be conditioned upon such Holder’s Investor's participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinunderwriting. All Holders Investors proposing to distribute their securities through such underwriting shall (together with the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 2b, if the representative of the underwriters advises the Company in writing that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the registration statement is necessary to facilitate and not adversely affect the proposed offering, then the Company shall include in (1) first, all securities the Company proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the registration statement by reason of demand registration rights, and (3) third, the securities requested to be registered by the Investors and other holders of securities entitled to participate in the registration, drawn from them pro rata based on the number each has requested to be included in such registration. If any person does not agree to the terms of any such underwriting, he or she shall be excluded therefrom by written notice from the Company or the underwriter. Any Securities or other securities so excluded or withdrawn from such underwriting by shall be withdrawn from such registration. If shares are so withdrawn and if the number of shares of Securities to be included in such registration was previously reduced as a result of marketing factors, the Company (which underwriter or underwriters shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reasonably acceptable to those Initiating Holders holding a majority of allocated among the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company persons requesting additional inclusion in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered3p hereof.

Company Registration. (ab) (i) If (but without any obligation to do so) If, on or after the Commencement Date and until May 15, 2006, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) Register any of its stock equity securities either for its own account or for the account of any other securities under the Act in connection with the public offering of such securities (Person, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration Registration relating solely to the sale of securities of participants in benefit plans, or a Company stock plan, a registration Registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction or on Form S-4, or a registration Registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Shares, the Registrable SecuritiesCompany will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions, or a registration if any, in which the only Common Stock being registered is Common Stock issuable upon conversion Company intends to attempt to qualify such securities under applicable state securities laws); and (B) include in such Registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved therein, all the Registrable Shares specified in a written request or requests, made by the Holders within ten (10) business days after the giving of debt securities that are also being registered)the written notice from the Company described in clause (i) above, except as set forth in Section 5(a)(ii) ---------------- below. Such written request shall specify the amount of Registrable Shares intended to be disposed of by a Holder and may specify all or a part of the Holder's Registrable Shares. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such Registration and prior to the effective date of the registration statement filed in connection with such Registration, the Company shallshall determine for any reason not to Register such equity securities the Company may, at such timeits election, promptly give each Holder written notice of such registration. In such event, if determination to the Holders and thereupon the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon relieved of its obligation to Register such Holder’s participation Registrable Shares in such underwriting and connection with the inclusion Registration of such Holder’s Registrable Securities in the underwriting equity securities (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) for its own account any of its stock or other securities Common Stock under the Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to either the sale of securities of Common Stock to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Common Stock, the Registrable Securities, net proceeds of which will be used to fund a single or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion series of debt securities that are also being registeredrelated acquisitions), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty thirty (2030) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of this Section 1.3(c)1, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registered. The number of Registrable Securities and other securities proposed to be included in such offering shall be included in the following order: (a) First, the Common Stock proposed to be included by the Company; (b) Second, any shares of Common Stock proposed to be included by holders of superior registration rights granted by the Company prior to the date hereof; (c) Third, the Registrable Securities held by the Holders of Registrable Securities, pro rata based upon the number of Registrable Securities owned by each Holder at the time of such registration; and (d) Fourth, other securities not referred to in (a) and (b) above. Notwithstanding the foregoing, in the event the managing underwriter advises the Company in writing that the inclusion of Registrable Securities proposed to be included by the Holders in such registration may adversely affect the offering and sale (including price) of all securities to be included in such registration, the number of shares of Registrable Securities proposed to be included by the Holders may be cut back disproportionately relative to the Common Stock and other securities to be included in such offering, and pro rata based upon the number of Registrable Securities owned by each such affected Holder.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities either for its own account or other securities under for the Act in connection with the public offering account of such securities a security holder or holders exercising their respective demand rights (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) 2a hereof), other than a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration relating solely to a corporate reorganization or transaction under Rule 145 of the 1933 Act, or a registration on any registration form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)permit secondary sales, the Company shall, at such time, promptly will: (A) promply give to each Holder Investor written notice thereof; and (B) use its best efforts to include in such registration (and any related qualification under blue sky laws), except as set forth in Section 2c(ii) hereof, and in any underwriting involved therein, all the Securities specified in a written request or requests made by any Investor and received by the Company within twenty (20) days after the written notice from the Company described above is mailed or delivered by the Company. Such written request may specify all or a part of such registrationan Investor's Securities. No right to registration of Securities under this Section 2b shall be construed to limit any registration required under Section 2a. (ii) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to Section 2b(i) above. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder Investor to include its Registrable Securities in such registration pursuant to this Section 2b shall be conditioned upon such Holder’s Investor's participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinunderwriting. All Holders Investors proposing to distribute their securities through such underwriting shall (together with the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 2b, if the representative of the underwriters advises the Company in writing that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the registration statement is necessary to facilitate and not adversely affect the proposed offering, then the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the registration statement by reason of demand registration rights, and (3) third, the securities requested to be registered by the Investors and other holders of securities entitled to participate in the registration, drawn from them pro rata based on the number each has requested to be included in such registration. If any person does not agree to the terms of any such underwriting, he or she shall be excluded therefrom by written notice from the Company or the underwriter. Any Securities or other securities so excluded or withdrawn from such underwriting by shall be withdrawn from such registration. If shares are so withdrawn and if the number of shares of Securities to be included in such registration was previously reduced as a result of marketing factors, the Company (which underwriter or underwriters shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reasonably acceptable to those Initiating Holders holding a majority of allocated among the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company persons requesting additional inclusion in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered3p hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) at any time after one year from the Closing Date the Company shall receive from Holders of a majority or more of the then-outstanding Registrable Securities (the "Initiating Holders") a written request that the Company effect any registration relating with respect to all or a demand pursuant to Section 1.2 part of the Registrable Securities (a "Demand Registration") or (ii) at any time after ninety days from the Closing Date the Company shall determine to register any of its equity securities either for its own account or for the account of any Persons other than the Investors who, by virtue of agreements with the Company or otherwise, are entitled to include securities of the Company held by them in any such registration, other than a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction, or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or Securities (a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered"Piggyback Registration"), the Company shallwill promptly (x) in the case of a Demand Registration, at file with the Commission as soon as practicable after receipt of the request of the Initiating Holders a registration statement on Form S-1 (or, if available, on Form S-3) covering the resale of the Registrable Securities; and (y) in the case of a Demand or Piggyback Registration, give to all Holders of Registrable Securities written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such timesecurities under the applicable blue sky or other state securities laws), promptly give each Holder written and include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities that are requested in writing to be included therein by the Holders within 20 days following receipt of the Company's notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock equity securities either for its own account or other securities for the account of a security holder or holders exercising their respective demand registration rights under the Act in connection with the public offering of such securities (Shareholders Agreement, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesemployee benefit plans, or a registration on Form S-4 or any similar or successor form relating solely to a SEC Rule 145 transaction, or a registration on Form S-8 or any similar or successor form, or any registration form which does not permit secondary sales, the Company will: (i) promptly give to the Investor Holder a written notice thereof (which shall include a list of the jurisdictions in which the only Common Stock being registered is Common Stock issuable upon conversion Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Investor Securities specified in a written request or requests, made by the Investor Holder within fifteen days after receipt of debt the written notice from the Company described in clause (i) above, except as set forth in Section 3.3(b) below. Such written request may specify all or a part of the Investor Holder's Registrable Investor Securities. (b) If the registration pursuant to this Section 3.3 involves an underwritten offering of the securities that are also being registered), whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company shallshall so advise each of the Holders, at such time, promptly give each Inside Holders and Investor Holder as a part of the written notice of such registrationgiven pursuant to Section 3.3(a)(i). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any each of the Holders, Inside Holders and Investor Holder to include its Registrable Securities in such registration pursuant to this Section 3.3 shall be conditioned upon such Holder’s Holders', Inside Holders' or Investor Holders, as the case may be, participation in such underwriting and the inclusion of such Holder’s Holders' or Inside Holders', as the case may be, Registrable Securities, Registrable Inside Securities or Registrable Investor Securities, as the case may be, in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Holders, Inside Holders proposing and Investor Holders whose shares are to distribute be included in such registration shall (together with the Company and the Other Shareholders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall Company. Notwithstanding any other provision of this Section 3.3, if the representative determines in good faith that marketing factors require a limitation on the number of shares to be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5underwritten, the Company shallshall so advise all holders of securities requesting registration, subject and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the number of securities that may be included in the registration and underwriting by each of the Holders, Inside Holders, Investor Holders and the Other Shareholders shall be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders, Inside Holders, Investor Holders or any Other Shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under Company and the Act all of the underwriter. Any Registrable Securities that each or other securities excluded or withdrawn from such Holder requests to underwriting shall be registeredwithdrawn from such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes determines to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities either for its own account or other securities under the Act in connection with the public offering account of such securities a security holder or holders exercising their respective demand registration rights (other than (i) a registration relating to a demand pursuant to Section 1.2 1.3 or (ii) 1.6 hereof), other than a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act145, or a registration on any registration form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiespermit secondary sales, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), then the Company shall, at such time, will: (i) promptly give to each Holder written notice thereof; and (ii) use its reasonable best efforts to include in such registration (and any related qualification under Blue Sky laws or other compliance), except as set forth in Section 1.4(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder and received by the Company within ten (10) days after the written notice from the Company described in clause (i) above is delivered by the Company. Such written request may specify all or a part of such registrationa Holder’s Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.4(a)(i). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 1.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the such underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 1.4, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting; provided, however, except in the Company’s initial registration of shares for the sale to the public in which case the representative may exclude all shares to be sold by the Holders, the Holders shall not be reduced to less than twenty percent (20%) of the aggregate shares offered in any subsequent offering. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.14. If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting by shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company (which underwriter or underwriters shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reasonably acceptable to those Initiating Holders holding a majority of allocated among the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company persons requesting additional inclusion in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered1.14 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including any of its capital stock under the Securities Act for this purpose its own account, or the account of any of its stockholders with registration rights, for purposes of a firm commitment underwritten public offering of Common Stock, the Company will promptly give written notice thereof to the Holders of its intention to effect such a registration effected and will include in such registration all Common Registrable Securities (subject to, and in accordance with the priorities set forth in, Sections 1.3(b) below) with respect to which the Company has received a written request from any of the Holders (the “Piggyback Notice”) for inclusion within 10 Business Days after the delivery of the Company’s notice. Each Piggyback Notice shall set forth (i) the identity of each of the Holders that intend to participate in the registration, and (ii) the number of Common Registrable Securities that such Holders intend to register in such registration. (b) The Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwritten public offering unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company; provided that the Company for stockholders shall cause holders of Series D Preferred to be treated the same in such public offering as if such holders of Series D Preferred held shares of Common Stock directly, including the same treatment with respect to sale price, cutbacks and inclusion in the offering. Regardless of any other provision of this Section 1.3, but subject to the proviso set forth in the immediately preceding sentence, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of Common Registrable Securities that may be included in the underwritten public offering shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company), shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, to all other holders of securities having the right to include such securities in such registration (including the Holders) who shall be entitled to participate pro rata based on the number of shares requested to be sold by such holders, including any of its stock participating Holders. The Company shall have the right to terminate or other securities withdraw any registration initiated by it under this Section 1.3 prior to the Act in connection with the public offering effectiveness of such registration whether or not any Holder has elected to include securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In The registration expenses of such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such withdrawn registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice borne by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered1.6 hereof.

Company Registration. (ai.) If If, after the earlier of (but without any obligation to do sox) December 22, 2000 and (y) the Company proposes to register (including for this purpose a registration effected by Loan Repayment Date, the Company for stockholders other than the Holders) shall determine to Register any of its stock equity securities either for its own account or for the account of any other securities under the Act in connection with the public offering of such securities (Person, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration Registration relating solely to the sale of securities of participants in benefit plans, or a Company stock plan, a registration Registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction, or a registration Registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Shares, the Registrable SecuritiesCompany will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions, or a registration if any, in which the only Common Stock being registered is Common Stock issuable upon conversion Company intends to attempt to qualify such securities under applicable state securities laws); and (B) include in such Registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved therein, all the Registrable Shares specified in a written request or requests, made by the Holders within ten (10) business days after the giving of debt securities that are also being registered)the written notice from the Company described in clause (i) above, except as set forth in Section 5(a)(ii) below. Such written request shall specify the amount of Registrable Shares intended to be disposed of by a Holder and may specify all or a part of the Holder's Registrable Shares. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such Registration and prior to the effective date of the registration statement filed in connection with such Registration, the Company shallshall determine for any reason not to Register such equity securities the Company may, at such timeits election, promptly give each Holder written notice of such registration. In such event, if determination to the Holders and thereupon the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon relieved of its obligation to Register such Holder’s participation Registrable Shares in such underwriting and connection with the inclusion Registration of such Holder’s Registrable Securities in the underwriting equity securities (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders securityholders other than the HoldersInvestors) any of its stock or other equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 statement on Form S-4 or (ii) a S-8 or any successor forms thereto, any registration relating statement filed in connection with an exchange offer of securities solely to the sale of securities of participants in a Company stock planCompany’s existing security holders, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or filed in connection with a registration in Qualified IPO (as to which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredSection 2.2(b) hereof shall govern)), the Company shall, at such time, promptly give each Holder Investor written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder Investor given within twenty (20) 20 days after mailing of such notice by the Company in accordance with Section 3.56.7 hereof, the Company shall, subject to the provisions of Section 1.3(c)2.7, use all its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests Investor has requested to be registered. (b) If (but without any obligation to do so) the Company proposes to register its Common Stock under the Securities Act in order to effect a Qualified IPO, the Company shall, at least 30 days prior to the filing of any registration statement related to such Qualified IPO, give each Investor written notice of such registration. Upon the written request of any Investor given within 15 days after mailing of such notice by the Company in accordance with Section 6.7 hereof, the Company shall include in the Qualified IPO all of the Common Stock into which the Preferred Stock of such Investor indicated in such Investor’s written request is convertible at the occurrence of the Qualified IPO, on the same terms, including underwriting arrangements, as shares of Common Stock sold by the Company in the Qualified IPO are so included. The foregoing shall not limit the Company’s ability to abandon any proposed Qualified IPO at any time prior to the consummation thereof.

Company Registration. (a) a. If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities either for its own account or other securities under the Act in connection with the public offering account of such securities a Holder or Other Stockholder exercising its registration rights (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company an employee stock option, stock purchase or savings plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form the Company will give to each Holder prompt written notice thereof. Each Holder shall be given fifteen (15) calendar days after receipt of such notice to request in writing to the Company that does not include substantially the same information as would be required to some or all of such person's Registrable Securities be included in a such registration statement covering statement. The Company shall use its best efforts to cause to be registered, subject to Sections 42(b) and 42(c), all the Registrable Securities that each such Holder has timely requested to be registered to the extent necessary to permit their sale or other disposition in accordance with the methods of disposition specified by the Holder in such request; provided, however, that if the Company registration is in connection with the Initial Public Offering, each Holder may sell its Registrable Securities, or allocated on a pro rata basis among the Holders, only as part of the over-allotment option, if any, purchased by the underwriters. b. If the registration in of which the only Common Stock being Company gives notice is for a registered is Common Stock issuable upon conversion of debt securities that are also being registered)public offering involving an underwriting, the Company shall, at such time, promptly give each Holder shall so advise the Holders as a part of the written notice of such registrationgiven pursuant to Section 42(a). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 42 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. c. Notwithstanding any other provision of this Section 42, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be registered or underwritten, the representative may (which underwriter subject to the limitations set forth below) exclude all Registrable Securities from, or underwriters limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all persons requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reasonably acceptable allocated first to those Initiating Holders holding a majority the Company for securities being sold for its own account and thereafter as set forth in Section 4.10. If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities held by all Initiating Holdersor other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 42(c). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by , then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 3.5, 410. d. The Company shall have the Company shall, subject right to terminate or withdraw any registration initiated by it under this Section 42 prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Holder has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register any shares of its capital stock of the same series and class as any of the Registrable Securities (including or securities convertible into or exchangeable or exercisable for this purpose shares of such series and class) for its own account or for the account of any stockholder (other than a registration effected by pursuant to the Company for stockholders other than the Holders) any terms and provisions of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) Section 2 hereof and a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 employees of the Act, a registration on any form that does not include substantially Company pursuant to the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Company's 1996 Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredOption Plan), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder Holders shall be entitled to include its Registrable Securities in such registration (and related underwritten offering, if any) on the following terms and conditions: (a) The Company shall promptly give written notice of such determination to each Holder and each such Holder shall have the right to request, by written notice given to the Company within thirty (30) days of the receipt by such Holder of such notice, that a specific number of Registrable Securities held by such Holder be conditioned upon such Holder’s participation included in such underwriting Registration Statement; (b) If the Registration Statement relates to an underwritten offering, the notice called for by Section 3(a) shall specify the name of the managing underwriter for such offering and the inclusion number of securities to be registered for the account of the Company and for the account of any of the other stockholders of the Company; (c) If the Registration Statement relates to an underwritten offering, each Holder to be included therein must (i)sell such Holder’s person's Registrable Securities on the same basis provided in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting arrangements approved by the Company and (which ii) complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC; (d) If the managing underwriter for the underwritten offering under the Registration Statement to be filed by the Company determines that inclusion of all or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority any portion of the Registrable Securities held by in such offering would adversely affect the ability of the underwriter for such offering to sell all Initiating Holders). Upon of the written request securities requested to be included for sale in such offering, the number of each Holder given within twenty shares that may be included in such registration in such offering shall be allocated as follows: (20i) days after mailing of such notice by the Company in accordance with Section 3.5first, the Company shall, subject shall be permitted to the provisions include all shares of Section 1.3(c), use all commercially reasonable efforts to cause capital stock to be registered under thereby;(ii) second, the Act all Holders, on a pro rata basis based on the total number of shares of capital stock held thereby, shall be allowed to include such amount of the Registrable Securities as the managing underwriter deems appropriate, but in no instance shall such Registrable Securities be reduced to less than twenty-five percent (25%) of the aggregate number of shares registered pursuant to such Registration Statement; and (iii) third, to any other selling stockholder exercising piggyback registration rights in such amounts as may be deemed appropriate by such managing underwriter. (e) Except as otherwise set forth in Section 2(e), nothing contained in this Section 3 shall require that each the Company register any Registrable Securities in an initial public offering; (f) Holders shall have the right to withdraw their Registrable Securities from the Registration Statement at any time prior to the effective date thereof, but if the same relates to an underwritten offering, they may only do so during the time period and on terms deemed appropriate by the underwriters for such underwritten offering; and (g) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effective date of such registration, whether or not any Holder requests has elected to be registeredinclude such securities in such registration.

Company Registration. (a) If (Following a Qualified IPO, but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act not in connection with any initial public offering, if the public offering Company shall determine to register its Common Stock either for its own account or for the account of such securities (another Stockholder, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, employee benefit plans or a registration relating solely to a corporate reorganization or transaction under Rule 145 of the Act, transaction or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Stock, the Company shall, at such time, will: (i) promptly give to each Holder Stockholder written notice of thereof; and (ii) include in such registration, and in any underwriting involved therein, all of the Common Stock specified in a written request or requests made by any Stockholder within ten (10) days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 7.2(b) hereof. In Such written request may specify all or a part of a Stockholder's Common Stock. Notwithstanding the foregoing, any Stockholder shall have the right to withdraw its request for inclusion of its Common Stock by giving written notice to the Company of its request to withdraw; provided, however, that such eventrequest must be made in writing prior to the execution of the underwriting agreement with respect to such registration, if applicable. (b) If the registration of which the Company intends to distribute the securities covered by the registration by means of gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 7.2(a)(i) hereof. In such event the right of any Holder Stockholder to include its Registrable Securities in such registration pursuant to this Section 7 shall be conditioned upon such Holder’s Stockholder's participation in such underwriting and the inclusion of such Holder’s Registrable Securities Stockholder's Common Stock in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders Stockholders proposing to distribute their securities Common Stock through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 7, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Stockholder's Common Stock which would otherwise be underwritten pursuant hereto. The Company (which underwriter or underwriters shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the following priority: first, pro rata among shares of Common Stock owned by Linens Investors, the Original Investors and each person who receives Common Stock in a Permitted Transfer; and second, pro rata among any other Stockholders requesting their shares to be included in such registration at the time of filing the registration statement; provided, however, that, notwithstanding the priority set forth in the foregoing clause, following the first anniversary of a Qualified IPO, the number of shares of securities that are entitled to be included shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company determined in accordance with Section 3.5the following priority: first, pro rata among shares of Common Stock held by Linens Investors and each Original Investor that owns 3% or more of the issued and outstanding shares of Common Stock; second, pro rata among any Original Investors holding less than 3% of the issued and outstanding shares of Common Stock; and third, pro rata among any other Stockholders requesting their shares to be included in such registration at the time of filing the registration statement. Notwithstanding the foregoing, if the underwriter determines that marketing factors require the exclusion of members of management, the Company shallshall so advise such Stockholder(s) and such Stockholder's Common Stock shall be excluded from such registration. If any Stockholder disapproves of the terms of any such underwriting, subject he may elect to withdraw therefrom by written notice to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to Company and the underwriter. Any Common Stock or other securities excluded or withdrawn from such underwriting shall be registered under the Act all of the Registrable Securities that each withdrawn from such Holder requests to be registeredregistration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in a the Company stock plan, a registration relating pursuant to a corporate reorganization stock option, stock purchase or transaction under similar plan or an SEC Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredtransaction), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company, the Company shall cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. (b) If the registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any such Holder to include its Registrable Securities be included in such a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated: (i) first, to the Company; (ii) second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Company’s initial public offering of shares of Common Stock registered under the Securities Act and such registration does not include shares of any other selling stockholders, in which underwriter event any or underwriters shall all of the Registrable Securities of the Holders may be reasonably acceptable to those Initiating excluded in accordance with the immediately preceding sentence at the underwriter’s discretion. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders holding without the written consent of Holders of not less than a majority of the Registrable Securities held proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, managers, members and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of entities and individuals included in such notice by the Company “Holder”, as defined in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredthis sentence.

Company Registration. (ai) If (but without at any obligation time or from time to do so) time, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under for the Act in connection with the public offering account of such securities (a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to a demand pursuant to Section 1.2 employee benefit plans, or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Transaction, the Company shall, at such time, will: (1) promptly give to each Holder written notice thereof; and (2) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such registrationwritten notice from the Company by any Holder. (ii) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 10.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (which or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or underwriters eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be reasonably acceptable determined in proportion, as nearly as practicable, to those Initiating Holders holding a majority the respective amounts of the Registrable Securities held by all Initiating Holders)Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. Upon To facilitate the written request allocation of each Holder given within twenty (20) days after mailing of such notice by the Company shares in accordance with Section 3.5the above provisions, the Company shall, subject or the underwriters may round the number of shares allocated to any Holder to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all nearest 100 shares. If any Holder disapproves of the Registrable Securities that each terms of any such Holder requests underwriting, he or she may elect to be registeredwithdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (a) If (but without any the obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock under the Securities Act (other than a registration on Form S-8 or S-4 or any successor or similar form that does not permit secondary sales) in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)securities, the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the On written request of each Holder given within twenty (20) 10 days after mailing the giving of such notice by the Company in accordance with Section 3.57(e), the Company shall, subject to the provisions of Section 1.3(c2(b)(ii), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. (i) In connection with any offering involving an underwriting of shares of Common Stock, the Company shall not be required under this Section 2(b) to include any Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed on between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. (ii) If the total amount of securities, including the Registrable Securities, to be included in an Underwritten Offering exceeds the amount of securities that the underwriters determine in good faith is compatible with the success of the offering, the Company shall so advise the Holders and the number of shares of Common Stock to be included in the registration shall be allocated pro rata among all Holders requesting inclusion (Initiating and non-Initiating) and holders of other registration rights granted by the Company in such manner as the managing underwriter in such offering may determine. (iii) All expenses incurred in connection with any registration, filing, or qualification of Registrable Securities with respect to the registrations pursuant to this Section 2(b) shall be borne by the Company, except that the selling Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities being registered and transfer taxes on shares being sold by such Holders.

Company Registration. If at any time after twelve (a12) If (but without any obligation to do so) from the Closing Date, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders its shareholders other than the HoldersHolder) any of its stock or other securities Partnership Units under the Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a an acquisition or corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or ) including without limitation a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Form S-3 Registration, the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) business days after mailing of such notice by the Company in accordance with Section 3.516 hereof, the Company shall, subject to the provisions of Section 1.3(c)9 hereof, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered. Notwithstanding the rights provided in this Section 4, nothing herein shall relieve the Company of its obligations under Section 3 with respect to any Units not otherwise registered. If an offering in connection with which a Holder is entitled to registration under this Section 4 is an underwritten offering, each Holder whose Registrable Securities are included in such registration statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in such underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement including, without limitation, the Company's obligations with respect to registration expenses, on the same terms and conditions as other Partnership Units in such underwritten offering.

Company Registration. (a) If (but without If, at any obligation time or from time to do so) the Company proposes time, Cytel shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under the Act in connection with the public offering account of such securities (a security holder or holders exercising their respective demand registration rights, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to employee benefit plans on Form S-8 or similar forms which may be promulgated in the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization future or transaction under Rule 145 of the Act, a registration on any form that does not include substantially Form S-4 or similar forms which may be promulgated in the same information as would be required future relating solely to be included in a registration statement covering the sale of the Registrable SecuritiesSEC Rule 145 or similar transaction, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, Cytel will (i) promptly give to each Holder written notice thereof and (ii) include in such regis- tration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities of such registrationHolders as specified in a written request or requests made within 15 days after receipt of such written notice from Cytel. (b) If the registration of which Cytel gives notice is for a registered public offering involving an underwriting, Cytel shall so indicate in the notice given pursuant to Section 8.3(a). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, event the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 8.3 shall be conditioned upon such Holder’s participation 's agreeing to participate in such underwriting and in the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with Cytel and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Cytel or by other holders exercising any demand registration rights. Holders shall have no obligation to make any representations or warranties other than with respect to their ownership of Shares. Holders shall have no indemnification obligations other than with respect to information about such Holders provided in writing by such Holders for inclusion in the Company (which underwriter registration statement. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Cytel and the underwriter. Any securities excluded or underwriters withdrawn from such underwriting shall be reasonably acceptable to those Initiating Holders holding withdrawn from such registration. Notwithstanding any other provision of this Section 8.3, if the underwriter determines that marketing factors require a majority limitation of the Registrable Securities held by all Initiating Holders). Upon the written request number of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5shares to be underwritten, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act underwriter may exclude some or all of the shares of Registrable Securities that each from such Holder requests to be registeredregistration and underwriting.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form (including Form S-4 and Form S-8) that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable its best efforts to cause a registration statement to be registered under the Act become effective, which includes all of the Registrable Securities that each such Holder requests has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company. If (1) the total amount of securities requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering or (2) solely in the case of the Initial Offering, if the underwriters determine that inclusion of the Registrable Securities will materially jeopardize the success of the Initial Offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, if any, that the underwriters determine in their sole discretion will not materially jeopardize the success of the offering. The securities included in such registration shall be apportioned pro rata among the selling Holders and other security holders that have the right as of the date hereof (or hereafter pursuant to Section 1.12 hereof) to require registration of their shares in a registration statement under this Section 1.3, according to the total amount of securities entitled to be included therein owned by each selling Holder and other holder or in such other proportions as shall mutually be agreed to by such selling Holders and other holders; provided, that no Registrable Securities (and securities of the Company held by other holders that have rights as of the date hereof or acquired hereafter pursuant to Section 1.12 hereof) shall be excluded until all Common Stock held by other stockholders, directors, officers and employees of the Company have been excluded, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Offering of the Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Company Registration. (a) If (but without at any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock under the Federal Act in connection with the public offering of such securities (other than (i) for its own account or for the accounts of its shareholders, solely for cash on a form that would also permit the registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Warrant Stock, the Company shall, at each such time, promptly give each Holder or any transferee of registration rights under this SECTION 7 written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)proposal. Upon the written request of each any such Holder or Warrant Stock Holder (a "Selling Holder") given within twenty thirty (2030) days after mailing of any such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c), shall use all commercially its reasonable best efforts to cause to be registered under the Federal Act all of the Registrable Securities Warrant Stock that each Selling Holder has requested be registered; provided that if, in the opinion of the managing underwriter for an underwritten offering, the registration of all, or part of, the Warrant Stock which the Holders have requested be included in such Holder requests offering would have an adverse effect thereon, then the Company shall be required to include in the underwriting only that number of Warrant Stock, if any, which the managing underwriter reasonably believes may be sold without causing such adverse effect. (b) If the number of shares to be registeredincluded in the offering in accordance with the foregoing is less than the number of shares which the Holders and the persons or entities listed on Schedule 7.1 as holding Existing Registration Rights have requested be included (pursuant to the exercise of such Holder's registration rights, or such persons' or entities' Existing Registration Rights, as the case may be), the Company shall be entitled to include all shares which it had intended to register, after which the Holders shall (subject to any superior rights in favor of persons holding Existing Registration Rights) be entitled to participate in the underwriting pro rata with such persons or entities holding Existing Registration Rights, based upon their respective total owned number of shares of Common Stock. (c) Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this SECTION 7.2 (but not including any registration statement referred to in SECTION 7.3) without incurring liability to any Selling Holder on account of such withdrawal.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock equity securities either for its own account or other securities under for the Act in connection with the public offering account of such securities (Other Stockholders, other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock planbenefit plans, or a registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction, or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or the Company will: (A) promptly give to each of the Holders a registration written notice thereof (which shall include a list of the jurisdictions in which the only Common Stock being registered is Common Stock issuable upon conversion Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within ten (10) business days after the giving of debt securities that are also being registered)the written notice from the Company described in clause (i) above, except as set forth in Section 3(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders’ Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shallshall determine for any reason not to register such equity securities the Company may, at such timeits election, promptly give each Holder written notice of such registration. In such event, if determination to the Holders and thereupon the Company intends shall be relieved of its obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its register such Registrable Securities in such connection with the registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting equity securities (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shallwithout prejudice, subject however, to the provisions rights (if any) of Holders immediately to request that such registration be effected as a registration under Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered3(a) hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.6, the Company shall, subject to the provisions of Section 1.3(c1.3(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. Registrations effected pursuant to this Section 1.3 shall not be counted as demands for registration pursuant to Section 1.2. (b) If the registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders (excluding CMU) on a pro rata basis based on the total number of Registrable Securities held by the Holders; third, to CMU; and finally, to any other stockholder of the Company (excluding any Holder) on a pro rata basis. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the IPO and such registration does not include shares of any other selling stockholders, in which events any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and lineal descendants of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If (but without At any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the HoldersStockholder) any shares of its stock or other securities Common Stock under the Securities Act for sale (other than registration of the Common Stock for issuance or sale (a) pursuant to Section 1.3 hereof or (b) in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 employee or non-employee director compensation or benefit programs, (ii) a registration relating an exchange offer or an offering of securities solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization existing stockholders or transaction under Rule 145 employees of the ActCompany or (iii) an acquisition, a registration on any form that does not include substantially the same information as would be required to be included in merger or other business combination using a registration statement covering the sale of the Registrable Securities, on Form S-4 or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredany successor or other appropriate form), the Company shall, at such time, promptly will give each Holder prompt written notice of such registration. In such (which, in any event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon given no less than 15 days prior to the filing of a registration statement with respect to such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holderoffering) to the extent provided herein. All Holders proposing Stockholder of its intention so to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon do and, upon the written request of each Holder given Stockholder sent within twenty (20) 15 days after mailing the effective date of any such notice by the Company in accordance with Section 3.5notice, the Company shallwill, subject to the provisions of Section 1.3(c)Sections 1.5 and 1.7 hereof, use all commercially reasonable efforts its Best Efforts to cause all Registrable Securities as to which Stockholder shall have so requested registration, to be registered under the Act Securities Act, all to the extent necessary to permit the sale in such offering of the Registrable Securities that each such Holder requests so registered on behalf of Stockholder in the same manner as the Company (or stockholder other than Stockholder, as the case may be) proposes to offer its shares of Common Stock. The Company shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Stockholder to be registeredincluded in the registration for such offering on the same terms and conditions as the shares of Common Stock of the Company included therein. Notwithstanding the forgoing, if the managing underwriter or underwriters of such offering deliver an opinion to the Company and the requesting Stockholder that the total number of shares of Common Stock which the requesting Stockholder or the Company, and any other Person, intend to include in such offering will in the good faith opinion of such managing underwriter or underwriters materially and adversely affect the success of such offering, then the number of shares of Common Stock to be offered for the account of the Stockholder shall be reduced pro rata based upon the number of shares of Common Stock proposed to be sold by the Stockholder and other Persons (excluding Company) to the extent necessary to reduce the total number of shares of Common Stock to be included in such offering to the number of shares recommended by such managing underwriter.

Company Registration. (a) If (but without at any obligation time, or from time to do so) time, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under for the Act in connection with the public offering account of such securities (a security holder or holders, other than (i) a registration relating solely to a demand pursuant to Section 1.2 or employee benefit plans, (ii) a registration on Form S-4 relating solely to the sale of securities of participants in a Company stock planan SEC Rule 145 transaction, (iii) a registration relating to a corporate reorganization of convertible debt securities or transaction under Rule 145 of the Act, (iv) a registration on any other form that (other than Form X-x, X-0, X-0 or S-18) which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, will: (1) promptly give to each Holder written notice of thereof; and (2) include in such registration (and any related qualification under blue sky law or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in any written request or requests by any Holder or Holders received by the Company within fifteen (15) days after such written notice is given on the same terms and conditions as the Common Stock, if any, otherwise being sold through the underwriters in such registration. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3(a). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, event the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may limit the Registrable Securities or other securities to be included in the registration, provided that in all registrations other than the initial public offering, the number of Registrable Securities to be included in the registration may not be reduced to less than 25% of the total number of shares to be registered. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and (i) shares which underwriter are not Registrable Securities (or underwriters convertible into Registrable Securities) shall first be excluded from the registration and underwriting and (ii) if such exclusion is insufficient, the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reasonably acceptable allocated among all Holders in proportion, as nearly as practicable, to those Initiating Holders holding a majority the respective amount of the Registrable Securities held by all Initiating Holders)such Holders at the time of filing of the Registration Statement. Upon To facilitate the written request allocation of each Holder given within twenty (20) days after mailing of such notice by the Company shares in accordance with Section 3.5the above provisions, the Company shall, subject may round the number of shares allocated to any Holder or holder to the provisions nearest 100 shares. The Company shall advise all Holders of Section 1.3(c), use all commercially reasonable efforts to cause to shares which would otherwise be registered under and underwritten pursuant hereto of any such limitations, and the Act all number of the shares of Registrable Securities that each may be included in the registration. If any Holder or holder disapproves of the terms of any such underwriting, such Holder requests or holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting shall not be registeredtransferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such shorter period of time as the managing underwriter may require. (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to register securities in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the HoldersPrice) any of its stock or other securities under the Securities Act of 1933 (the "Act") in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which shares underlying the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredWarrant), the Company shall, at such time, promptly give each Holder Price written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder Price given within twenty (20) days after mailing receipt of such written notice by from the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)this Section, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests shares Price has requested to be registered. If Price elects not to include all of its shares in any registration by the Company, Price shall nevertheless continue to have the right to include any shares in any subsequent registration(s) by the Company of offerings of its securities, all subject to the terms, conditions and limitations set forth herein. In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required to include any of Price's securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including shares held by Price, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters reasonably believe compatible with the success of the offering, then the underwriter(s) may exclude such shares (including shares held by Price) which the underwriters believe will jeopardize the success of the offering from the registration and the underwriting.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form (including Form S-4 and Form S-8) that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable its best efforts to cause a registration statement to be registered under the Act become effective, which includes all of the Registrable Securities that each such Holder requests has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof. (c) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company. If the total amount of securities requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, if any, that the underwriters determine in their sole discretion will not materially jeopardize the success of the offering. The securities included in such registration shall be apportioned pro rata among the selling Holders and other security holders that have the right as of the date hereof to require registration of their shares in a registration statement under this Section 1.3, according to the total amount of securities entitled to be included therein owned by each selling Holder and other holder or in such other proportions as shall mutually be agreed to by such selling Holders and other holders; provided, that no Registrable Securities (and securities of the Company held by other holders that have registration rights as of the date hereof) shall be excluded until all Common Stock held by other stockholders, directors, officers and employees of the Company have been excluded. For purposes of apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than its stockholders, including but not limited to the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.5this Agreement, the Company shall, subject to the provisions of Section 1.3(c), use all commercially its reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company (or by other persons entitled to select the underwriters). If the total amount of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering, but in no event shall the amount of such Registrable Securities being registered pursuant to this Section 1.3 of such selling Holders included in the offering be reduced below twenty five percent (25%) of the total amount of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Holders other than the Founder requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion, (iii) third, to the Founder requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by the Founder, assuming conversion, and (iv) fourth, to any other stockholder requesting to include shares of the Company’s capital stock in such registration statement based on the pro rata percentage of such other shares of the Company’s capital stock held by such stockholders, assuming conversion. For purposes of the preceding sentence concerning pro rata apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, as the case may be, or the estates and family members of any such partners, retired partners, members, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. (a) If If, at any time (but without any obligation to do so) ), the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock Common Stock or other equity securities under the Securities Act on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in connection with the public effect) for purposes of an offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization by or transaction under Rule 145 on behalf of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale Company of the Registrable Securities, or a registration in which the only its Common Stock being registered is Common Stock issuable upon conversion of debt or other equity securities that are also being registered)for its own account, then each such time the Company shall, at least 20 business days prior to the time when any such timeregistration statement is filed with the SEC, promptly give each Holder prompt written notice to the Holders of its intention to do so. Such notice shall specify, at a minimum, the number and class of shares or other equity securities so proposed to be registered, the proposed date of filing of such registration. In registration statement, any proposed means of distribution of such eventshares or other equity securities, if any proposed managing underwriter or underwriters of such shares or other equity securities and a good faith estimate by the Company intends of the proposed maximum offering price thereof, as such price is proposed to distribute appear on the securities covered by facing page of such registration statement. Upon the registration by means of an underwriting, the right written direction of any Holder to include its or Holders, given within 10 days following the receipt by such Holder of such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall include in such registration shall be conditioned upon such Holder’s participation in such underwriting and statement any or all of the inclusion of such Holder’s Registrable Securities in the underwriting then held by such Holder requesting such registration (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such "Selling Holder") to the extent provided hereinnecessary to permit the sale or other disposition of such number of Registrable Securities as such Selling Holder has so directed the Company to be so registered. All Failure of any Stockholders to respond to the Company's notice within the 10-day period specified above shall be deemed an election by such Holder not to have any of such Holder's Registrable Securities included in such registration statement. Notwithstanding the foregoing, the Holders proposing shall not have any right under this Section 4(a) if the registration proposed to distribute their be effected by the Company relates solely to shares of Common Stock or other equity securities through that are issuable (1) solely to officers or employees of the Company or any subsidiary thereof pursuant to a bona fide employee stock option, bonus or other employee benefit plan or (2) as direct consideration in connection with a merger, exchange offer or acquisition of a business. (b) In the event that the Company proposes to register shares of Common Stock or other equity securities for purposes of an offering described in the first sentence of Section 4(a), and any managing underwriter shall advise the Company and the Selling Holders in writing that, in its opinion, market or other factors require a limitation of the number of securities to be underwritten, then the Company will include in such underwriting registration statement such number of shares or securities as the Company and such Selling Holders are so advised can be sold in such offering (the "Offering Maximum Number"), as follows and in the following order of priority: (A) first, the number of shares or securities proposed to be included by the Company, and (B) second, if and to the extent that the number of shares or securities to be registered under clause (A) is less than the Offering Maximum Number, Registrable Securities of each Selling Holder, allocated pro rata and without any priority as between the Selling Holders, in proportion to the number sought to be registered by each Selling Holder relative to the number sought to be registered by all the Selling Holders, that, in the aggregate, when added to the number of shares or securities to be registered under clause (A), equals the Offering Maximum Number. (c) The Company shall have no obligation under this Section 4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to the Holders for its failure to do so. (d) Any Holder having notified or directed the Company to include any or all of such Holder's Registrable Securities in a registration statement pursuant to this Section 4 hereof shall have the right to withdraw such notice or direction with respect to any or all of the Registrable Securities designated for registration thereby by giving written notice to such effect to the Company at least five business days prior to the anticipated effective date of such registration statement. In the event of any such withdrawal, the Company shall amend, at the withdrawing Holder's expense, such registration statement and take such other actions as may be necessary so that such withdrawn Registrable Securities are not included in the applicable registration and not sold pursuant thereto, and such withdrawn Registrable Securities shall continue to be Registrable Securities in accordance herewith. No such withdrawal shall affect the obligations of the Company with respect to Registrable Securities not so withdrawn. (e) Any Holder having notified or directed the Company to include any or all of such Holder's Registrable Securities in a registration statement pursuant to this Section 4, shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities using the same underwriter or underwriters and on the same terms and conditions as other securities included in such underwritten offering. Each Selling Holder participating in the underwritten offering shall (i) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by containing conventional representations, warranties, allocation of expenses, and customary closing conditions with any underwriter who acquires any Registrable Securities; and (ii) complete and execute all reasonable questionnaires, powers of attorney, indemnities, lock-up letters and other documents required under the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing terms of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredunderwritten offering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock under the Securities Act in connection with the public offering of such securities Common Stock solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 2.1 or (ii) (A) a registration relating solely to the sale of securities of participants in a Company stock or equity incentive plan, ; (B) a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 145; (C) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, ; or (D) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.6, the Company shall, subject to the provisions of Section 1.3(c2.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. Registrations effected pursuant to this Section 2.2 shall not be counted as demands for registration pursuant to Section 2.1. (b) If the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriters determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, (i) first, to the Company; (ii) second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and (iii) finally, to any stockholder of the Company (other than a Holder) on a pro rata basis. Notwithstanding the foregoing, in no event shall the number of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total number of securities included in such registration, unless such offering is the IPO and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. For any Holder which is a partnership, venture capital fund or corporation, the affiliated venture capital funds, partners, retired partners and shareholders of such Holder, or the estates and lineal descendants of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate number of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If (but without any the obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock under the Securities Act (other than a registration on Form S-8 or S-4 or any successor or similar form that does not permit secondary sales) in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)securities, the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the On written request of each Holder given within twenty (20) 10 days after the mailing of such notice by the Company in accordance with Section 3.57(e), the Company shall, subject to the provisions of Section 1.3(c2(b)(ii), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. (i) In connection with any offering involving an underwriting of shares of Common Stock, the Company shall not be required under this Section 2(b) to include any Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed on between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. (ii) If the total amount of securities, including the Registrable Securities, to be included in an Underwritten Offering exceeds the amount of securities that the underwriters determine in good faith is compatible with the success of the offering, the Company shall so advise the Holders and the number of shares of Common Stock to be included in the registration shall be allocated pro rata among all Holders requesting inclusion (Initiating and non-Initiating) and holders of other registration rights granted by the Company in such manner as the managing underwriter in such offering may determine. (iii) The registration rights of the Holders under this Section 2(b) may not be transferred or assigned to any transferee or assignee. (iv) All expenses incurred in connection with any registration, filing, or qualification of Registrable Securities with respect to the registrations pursuant to this Section 2(b) shall be borne by the Company, including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the reasonable fees and disbursements of counsel for the Company and the reasonable fees and disbursements, not to exceed $50,000 in the aggregate, of one separate counsel for the selling Holders hereunder (selected by the Holders of a majority of the Registrable Securities that are included in the corresponding registration); provided, however, that the selling Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities being registered and transfer taxes on shares being sold by such Holders.

Company Registration. (a) If (but without at any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act Securities Act, whether or not for sale for its own account, on a form and in connection with a manner which would permit registration of its shares for sale to the public offering of such securities under the Securities Act (other than (i) a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in the Company pursuant to a Company stock option, stock purchase or similar plan, a registration relating an offering or sale of securities pursuant to a corporate reorganization Form S-4 (or transaction under successor form) registration statement, or an SEC Rule 145 transaction), it will each such time give prompt written notice to the Holder 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, and upon the written request of the ActHolder delivered to the Company within thirty (30) days after the giving of any such notice, a the Company will effect the registration on any form that does not include substantially under the same information Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder to the extent required to permit the disposition (in accordance with the intended methods thereof as would be required aforesaid). The Company will use its commercially reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities to be covered by the registration statement proposed to be filed by means of an underwritingthe Company, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) all to the extent provided hereinrequired to permit the sale or other disposition by the Holder of such Registrable Securities so registered. All Holders proposing If any registration pursuant to distribute their securities through this SECTION 3.2 shall be, in whole or in part, an underwritten public offering of securities, then the number of Registrable Securities to be included in such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting may be reduced by the Company (which if and to the extent that the managing underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities opinion that such inclusion would adversely affect the marketing, success or offering price of such offering as follows: first, all shares held by other persons requesting inclusion in such offering shall be reduced pro rata among such persons according to the number of shams requested by each such person to be registered, then all Initiating Holders). Upon shares held by the written request of each Holder given within twenty (20) days after mailing of such notice shall be reduced, and finally, shares to be sold by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to shall be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredreduced.

Company Registration. (a) If After the closing of the transactions contemplated in this Agreement, if (but without any obligation to do so) the Company proposes to register any of the Company’s stock for resale or otherwise under the U.S. Securities Act of 1933, as amended (including for this purpose the “Securities Act”), other than a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration statement relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock common stock being registered is Common Stock common stock issuable upon conversion of debt securities that which are also being registered), the Company shall, at such time, promptly give each Holder written holder of shares of common stock of the Company listed in Schedule 6.01(e) (the “Registrable Securities”) notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder such holder, given within twenty (20) 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c), shall use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests holder has requested to be registered if any stock of the Company is registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 7.07 to include any of the holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 7.07 with respect to the Registrable Securities of any holder that such holder shall furnish to the Company such information regarding such holder, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such holder’s Registrable Securities. (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7.07 prior to the effectiveness of such registration whether or not any holder has elected to include securities in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or the initial public offering of the Company’s securities, (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, (iii) a registration on any form that does not include (by reference or otherwise) substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredon Form S-4), the Company shall, will at such time, time promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each any Holder given within twenty (20) 20 days after mailing receipt of such notice by from the Company in accordance with Section 3.5by a Holder, the Company shallwill, subject to the provisions of Section 1.3(c1.4(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company will not be required under this Section 1.4 to include any of the Holders’ securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters). If the total amount of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company will be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The number of shares of Registrable Securities that may be included in the underwriting will be allocated among all Holders thereof in proportion (as nearly as practicable) to the respective amounts of Registrable Securities of the Company owned by each Holder at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company. If other selling stockholders who are not Qualified Holders request registration of securities in the proposed offering, the Company will reduce or eliminate such other selling stockholders’ securities first before any reduction or elimination of Registrable Securities held by Qualified Holders to be included in such registration. In no event will the amount of securities of the selling Holders included in the offering be reduced below 45% of the total amount of securities included in such offering. For purposes of the provisions concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a limited liability company, partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons that are controlled by, or under common control with a selling stockholder will be deemed to be a single “selling stockholder,” and any pro rata reduction with respect to such “selling stockholder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence. (c) The Company will have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration and will give notice to each Holder who has elected to include securities in such registration as soon as practicable after such termination or withdrawal. The expenses of such withdrawn registration will be borne by the Company in accordance with Section 1.4(d) below. (d) The Company will bear and pay all Registration Expenses incurred in connection with any registration, filing or qualification of Registrable Securities pursuant to this Section 1.4 for each Holder requesting registration hereunder (which right may be assigned as provided in Section 1.11). Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders and all other registration expenses will be borne by the Holders of such securities pro rata on the basis of the number of shares so registered or proposed to be registered.

Company Registration. (a) If (but without at any obligation time, or from time to do so) time, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock securities, either for its own account or other securities under for the Act in connection with the public offering account of such securities (a security holder or holders, other than (i) a registration relating solely to a demand pursuant to Section 1.2 or employee benefit plans, (ii) a registration on Form S-4 relating solely to the sale of securities of participants in a Company stock planan SEC Rule 145 transaction, (iii) a registration relating to a corporate reorganization of convertible debt securities or transaction under Rule 145 of the Act, (iv) a registration on any other form that (other than Form X-x, X-0, XX-0 or SB-2) which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, will: (1) promptly give to each Holder written notice of thereof; and (2) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in any written request or requests by any Holder or Holders received by the Company within fifteen (15) days after such written notice is given on the same terms and conditions as the Common Stock, if any, otherwise being sold through the underwriters in such registration. (b) If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3(a). In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, event the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting (together with the Company, Additional Holders and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may limit the Registrable Securities or other securities to be included in the registration, provided that in all registrations other than the initial public offering, the number of Registrable Securities to be included in the registration may not be reduced to less than 25% of the total number of shares to be registered. The Company shall so advise all Holders, Additional Holders and other holders distributing their securities through such underwriting and (i) shares which underwriter are not Registrable Securities, Additional Registrable Securities or underwriters convertible into Registrable Securities shall first be excluded from the registration and underwriting and (ii) if such exclusion is insufficient, the number of shares of Registrable Securities and Additional Registrable Securities that may be included in the registration and underwriting shall be reasonably acceptable allocated among all Holders and Additional Holders in proportion, as nearly as practicable, to those Initiating Holders holding a majority the respective amount of the Registrable Securities and Additional Registrable Securities held by all Initiating Holders)such Holders and Additional Holders at the time of filing of the registration statement. Upon To facilitate the written request allocation of each Holder given within twenty (20) days after mailing of such notice by the Company shares in accordance with Section 3.5the above provisions, the Company shallmay round the number of shares allocated to any Holder, subject Additional Holder or other holder to the provisions nearest 100 shares. The Company shall advise all Holders of Section 1.3(c), use all commercially reasonable efforts to cause to shares which would otherwise be registered under and underwritten pursuant hereto of any such limitations, and the Act all number of the shares of Registrable Securities that each may be included in the registration. If any Holder disapproves of the terms of any such underwriting, such Holder requests may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting shall not be registeredtransferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such shorter period of time as the managing underwriter may require. (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to register securities in such registration.

Company Registration. (a) If (but without at any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act Securities Act, whether or not for sale for its own account, on a form and in connection with a manner which would permit registration of its shares for sale to the public offering of such securities under the Securities Act (other than (i) a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in the Company pursuant to a Company stock option, stock purchase or similar plan, a registration relating an offering or sale of securities pursuant to a corporate reorganization Form S-4 (or transaction under successor form) registration statement, or an SEC Rule 145 transaction), it will each such time give prompt written notice to the Holder 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, and upon the written request of the ActHolder delivered to the Company within thirty (30) days after the giving of any such notice, a the Company will effect the registration on any form that does not include substantially under the same information Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder to the extent required to permit the disposition (in accordance with the intended methods thereof as would be required aforesaid). The Company will use its commercially reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities to be covered by the registration statement proposed to be filed by means the Company, all to the extent required to permit the sale or other disposition by the Holder of such Registrable Securities so registered. If any registration pursuant to this Section 3.2 shall be, in whole or in part, an underwritingunderwritten public offering of securities, the Company shall so advise the Holders as a part of the written notice given pursuant to this Section 3.2. In such event the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable Company, but subject to those Initiating the reasonable approval of Holders holding more than a majority of the Registrable Securities held by all Initiating Holders)to be included in such registration. Upon Notwithstanding any other provision of this Section 3.2, if the written request managing underwriter determines that marketing factors require limitation of each Holder given within twenty (20) days after mailing the number of such notice by the Company in accordance with Section 3.5shares to be underwritten, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of managing underwriter may limit the Registrable Securities that each such Holder requests to be registeredincluded in such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of securities that may be included in the registration and underwriting (other than in behalf of the Company) shall be allocated among all Holders and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holders’) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other equity securities under the Act in connection with the public offering of such securities (for its own account other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock planbenefit plans, or a registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction, or a registration on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, the Company will: (A) promptly give to each of the Holders a written notice thereof; and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within ten (10) business days after the giving of the written notice from the Company described in clause (i) above, except as set forth in Section 3(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such registration and prior to the effective date of the registration statement filed in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)connection with such registration, the Company shallshall determine for any reason not to register such equity securities the Company may, at such timeits election, promptly give each Holder written notice of such registration. In such event, if determination to the Holders and thereupon the Company intends shall be relieved of its obligation to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its register such Registrable Securities in such connection with the registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting equity securities (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shallwithout prejudice, subject however, to the provisions rights (if any) of Holders immediately to request that such registration be effected as a registration under Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered3(a) hereof.

Company Registration. (a) If (but without Subject to Section 3(e) below, if at any obligation to do so) time or times after the date hereof the Company proposes determines to register any of its equity securities either for its own account or the account of a security holder or holders exercising its or their demand registration rights, the Company will: (including for this purpose i) Promptly give to each Holder written notice thereof; and (ii) Use its reasonable diligent efforts to include in such registration (and any related qualifications under applicable blue sky or other state securities laws and other compliance with the Securities Act), except as set forth in Section 3(c) below, and in any underwriting involved therein, all the Registrable Securities specified in a registration effected written request made by any Holder and received by the Company for stockholders other than within 20 days after the Holders) any of its stock or other securities under written notice from the Act Company described in connection with the public offering of such securities (other than clause (i) above is received by such Holder. Such written request may specify all or a part of a Holder's Registrable Securities. (b) If the registration relating to of which the Company gives notice is for a demand registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.2 3(a)(i) above. In such event, the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company that have exercised their registration rights to participate therein and are distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. (c) Notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the Company shall so advise all Holders of Registrable Securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (i) first to the Company for securities being sold for its own account and to security holders that have exercised their demand registration rights with respect to such registration, (ii) then to all other holders of equity securities of the Company included in such registration on a registration relating solely pro rata basis. If any Person does not agree to the sale terms of securities of participants in a any such underwriting, such Person shall be excluded therefrom by written notice from the Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 the representative of the Actunderwriters, and the securities so excluded shall also be withdrawn from such registration. (d) If shares are so withdrawn from the registration and if the number of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to all Holders who have retained the right to include Registrable Securities in the registration the right to include additional Registrable Securities (that were initially requested to be included in such registration) in such registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated in accordance with the first sentence of Section 3(c). (e) This Section 3 shall not apply to a registration on any registration form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting or to registrations relating solely to (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holderi) any Company employee benefit plan or (ii) transactions pursuant to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter Rule 145 or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered any other similar rule promulgated under the Act all of the Registrable Securities that each such Holder requests to be registeredAct.