Common use of Demand Registration Clause in Contracts

Demand Registration. (a) At any time after Terra Silex's fully funding the Third Traunche Funding, a Holder of Registrable Securities with a market value of not less than $500,000 may notify the Company in writing that it demands that the Company file a registration statement under the Act covering the registration of all of the Holder's Registrable Securities. Within ten days of receipt of such notice, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration of all Registrable Securities which the Holder, or Holders have requested be made part of such registration statement ("Demand Registration"). (b) If a Holder whose shares are included in the Demand Registration intends to distribute the Registrable Securities covered by his/her/its request by means of an underwriting, he/she /it shall so advise the Company as a part of his/her/its request made pursuant to Section 2(a) above. In such event, the right of any Holder to include his/her/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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to such Holders participating in such a Demand Registration. (c) The Company is obligated to effect only one Demand Registration pursuant to Section 2 of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreement.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of at least 20% of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least 20% of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 30 days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration; provided further, that if such reduction shall reduce the amount of Registrable Securities held by such Holders to be included in such underwriting and registration below 50% of the total amount of Registrable Securities requested to be included in such registration by the Initiating Holders, then such registration shall not be counted as a Demand Registrationregistration effected pursuant to Section 2.2 or Section 2.4. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, such registrations have been declared or ordered effective, there are no stop orders in effect and the Company has otherwise complied with its obligations set forth in Section 2.6 hereof with respect to such registrations, each at the time of any subsequent request to effect any additional registration pursuant to this Section 2.2; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 days of this Agreement regardless receipt of whether a written request from Initiating Holders pursuant to Section 2.2(a), the Holder has elected Company gives notice to exercise all the Holders of the Company’s intention to file a registration statement for its Stock Rights. The Company agrees Initial Offering within 90 days of the time of the Company’s receipt of such written request in which the Initiating Holders have been or will be permitted to include all the Registrable Securities held so requested to be registered, subject to Section 2.2(b); (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by all Holders the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than 90 days after receipt of the preceding sentences, request of the Initiating Holders; provided that such right to delay a request under this Section 2.2(c)(v) (together with any Holder similar right in the case of a Registrable Security which was to have been included in such registration statement but was not under Section 2.4) shall be entitled exercised by the Company not more than twice in any 12-month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At Subject to the restrictions of this Section 1.1, at any time after Terra Silex's fully funding the Third Traunche Fundingearlier of thirty-six (36) months after the date of this Agreement or one hundred eighty (180) days following the effective date of a Qualified IPO, a Holder of Registrable Securities with a market value of Investors holding not less than $500,000 may notify twenty percent (20%) of the Company in writing that it demands then outstanding Registrable Securities shall have the right, by written notice to the Company, to request that the Company file a registration statement register the Registrable Securities under the Act covering the registration of all Securities Act. The Company shall, within ten (10) days of the Holder's Registrable Securities. Within ten days of receipt of such notice, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company and shall, subject to the limitations of subsection 2(b)Section 1.1(b) below, use its best efforts to effect as soon as practicable, and in any event within 120 days of practicable the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or Holders have requested request to be made part registered within twenty (20) days of the mailing of such notice by the Company. Any registration statement ("of Registrable Securities pursuant to a Registration Statement in accordance with this Section 1.1 is sometimes referred to herein as a “Demand Registration").” (ba) If a Holder whose shares are included in the Demand Registration intends Holder(s) requesting the registration (“Initiating Holders”) intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to Section 2(a) above1.1 and the Company shall include such information in the written notice referred to in Section 1.1(a). In such event, the right of any Holder to include his/her/its such Holder’s Registrable Securities in such registration 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. The managing underwriter or underwriters in such underwriting shall be selected by the Initiating Holders, subject to the approval of the Company (such approval not to be unreasonably withheld) and prior written acceptance of such underwriter or underwriters by the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for so selected; provided, however, that no such Holder shall be required to make any representations or warranties except as they relate to such Holder’s ownership of Registrable Securities 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 net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 1.1, if the underwriter advises the Company or the Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities being sold in the underwriting by each such Holder; provided, however, that no securities other than Registrable Securities shall be covered by such registration. (b) Holders of Registrable Securities shall be entitled to an aggregate of only two (2) Demand Registrations under this Agreement; provided, however, that the Company shall be obligated to effect as many registrations as may be requested by the Holders in the event and reasonably acceptable so long as a registration pursuant to Form S-3 or any similar “short-form” registration statement is available, provided that (i) such Holders participating request must cover Registrable Securities which, together with other securities of the Company entitled to inclusion in such registration, are proposed to be sold at an aggregate price to the public of not less than two million dollars ($2,000,000), and (ii) the Company shall not be obligated to effect any such registration until the next calendar year if the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 1.1(b) in a Demand Registrationcalendar year. (c) A registration will not count as a Demand Registration until the related Registration Statement has been declared effective by the Commission. The Registration Statement relating to the Demand Registration shall remain effective for up to six (6) months. In any registration initiated as a Demand Registration, the Company will pay all Registration Expenses (as defined in Section 1.6 hereof) in connection therewith, whether or not it becomes effective; provided that if the Holders of a majority of the Registrable Securities covered by a Registration Statement which has been filed (or which the Company notifies such Holders it is prepared to file within five days) but not yet become effective shall cause or request the Company to withdraw (or cease the preparation of) any such Registration Statement, the Holders of a majority of the Registrable Securities covered by such Registration Statement may thereafter request the Company to reinstate (or recommence preparation of) such Registration Statement, if permitted under the Securities Act, or to file another Demand Registration, in accordance with the procedures set forth herein, only upon agreeing in writing to reimburse the Company for all Registration Expenses over and above those Registration Expenses which the Company would not have incurred had such initial Demand Registration not been withdrawn. (d) The Company is obligated shall not be required to undergo or pay for any special audit to effect only one Demand any Registration pursuant Statement under this Section 1.1, and if such a special audit would be required in order to Section 2 of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in such file or effect a registration statement without cutback or reduction. In the event hereunder, the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to delay the filing or effectiveness of such Registration Statement until a second Demand reasonable period of time following the completion of an audit in the ordinary course of the Company’s activities. (e) The Company shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) calendar days after receipt of the request from the Initiating Holders, filing of any Registration Statement otherwise required to be prepared and filed by it if the Company, at the time it receives a request for registration, reasonably and in good faith believes that it would be materially disadvantageous to the Company for such excluded securities and filing to be made at the time requested; provided, however, that the Company will not utilize this right more than once in any twelve (12) month period. (f) The Company shall keep such registration statement not be obligated to file a Registration Statement during (i) the period ending one hundred eighty (180) days after the effective as required date of the Company’s initial Registration Statement, or (ii) the ninety (90)-day period following the effectiveness of any other Registration Statement filed by this Agreementthe Company in connection with an underwritten offering of its securities.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of at least fifty percent (50%) of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all the Registrable Securities then outstanding having an aggregate offering price of at least $15,000,000, then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand a registration pursuant to this Section 2.2: (i) prior to the fourth (4th) anniversary of the date of this Agreement; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the Lockup Period (as defined below), other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2 a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentencesrequest of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, any Holder qualification or compliance. (d) A registration shall not be counted as “effected” for purposes of this Section 2.2 until such time as the applicable registration statement has been declared effective by the SEC, or unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.5 (other than as a result of a Registrable Security material adverse change to the Company), in which was to have been included in case such withdrawn registration statement but was not shall be entitled to a second Demand Registration counted as “effected” for such excluded securities and the Company shall keep such registration statement effective as required by purposes of this AgreementSection 2.2.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least a majority of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such a Demand Registrationunderwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2 a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of $10,000,000, then the Company shall, within 10 days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 one hundred and twenty (120) days of after the receipt of a Holder's requestdate such request is given by the Initiating Holders, file a registration of statement under the Securities Act covering all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fourth anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective, provided that a registration shall not be deemed effected until it has been declared as such by the SEC; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2 of this Agreement regardless of whether 2.11 hereof); provided that the Holder has elected Company makes reasonable good faith efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback to become effective; (iv) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within 90 days, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or reduction. In remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than 120 days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.1, a Holder of Registrable Securities with a market value of not less than $500,000 may notify if the Company in writing that it demands shall receive a written request from Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of all the Registrable Securities resulting in net offering proceeds of the Holder's Registrable Securities. Within ten days of receipt of such noticeat least $20,000,000, then the Company shall will (x) promptly give written notice of such request the requested registration to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within ten thirty (1030) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration of all Registrable Securities which the Holder, or Holders have requested be made part of such registration statement ("Demand Registration"). (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it then the Initiating Holders shall so advise the Company as a part of his/her/its their written request made pursuant to this Section 2(a2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) aboveor Section 2.3(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 6underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders), or in such a Demand Registrationother proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Agreement regardless Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of whether such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the Holder has elected to exercise all underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of its Stock Rights. The Company agrees to include all the total number of Registrable Securities held by all that Holders in such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was have requested to have been be included in such registration statement but was not shall be entitled are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a second Demand Registration written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for such excluded securities and its Initial Offering within ninety (90) days; (v) if the Company shall keep furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement effective as required to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this AgreementSection 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least a majority of the Holder's Registrable Securities. Within ten Securities then outstanding (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration; and provided, further, that such allocation shall not operate to reduce the aggregate number of Registrable Securities to be included in such registration if any Holder does not request inclusion of the maximum number of shares of Registrable Securities, assuming conversion, allocated to such Holder pursuant to the above-described procedure, in which case the remaining portion of such Holder’s allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the total number of shares of Registrable Securities held by such Holders, and this procedure shall be repeated until all shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated. Notwithstanding the foregoing, 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 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. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2 of this Agreement regardless of whether 2.11 hereof); provided that the Holder has elected Company makes reasonable good faith efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback or reduction. In to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offe1ing within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentencesrequest of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, any Holder of a Registrable Security which was qualification or compliance, unless the Company is already subject to have been included service in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementjurisdiction.

Demand Registration. (ai) At If the Corporation receives at any time after Terra Silex's fully funding six (6) months following the Third Traunche Fundingeffective date of the Corporation’s initial public offering, a Holder written request from the Demand Holders of at least twenty-five percent (25%) of the Registrable Securities with a market value of not less than $500,000 may notify the Company in writing that it demands then outstanding that the Company Corporation file a registration statement under the Securities Act covering the registration of all of the Holder's Registrable Securities. Within , then the Corporation shall, within ten (10) business days of after the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesDemand Holders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shalland effect, subject to the limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the HolderDemand Holders request to be registered and included in such registration, or Holders have requested be made part subject only to the limitations of such registration statement ("Demand Registration"this Section 5(f).; (bii) If a Holder whose shares are included in the Demand Registration intends Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company Corporation as a part of his/her/its their request made pursuant to this Section 2(a5(f) aboveand the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof. In such event, the right of any Demand Holder to include his/her/its such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder's ’s participation in such underwriting and the inclusion of such Demand Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company Corporation. Notwithstanding any other provision of this Section 5(f), if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and reasonably acceptable the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to such Holders participating the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (ciii) The Company Corporation is obligated to effect only one Demand Registration two (2) such registrations pursuant to this Section 2 5(f). (iv) Notwithstanding the foregoing, if the Corporation furnishes to Demand Holders requesting the filing of a registration statement pursuant to this Agreement regardless Section 5(f) a certificate signed by the President or Chief Executive Officer of whether the Holder has elected Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to exercise all of the Corporation and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In to be filed and it is therefore essential to defer the event filing of such registration statement, then the Company breaches its obligation Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the preceding sentencesrequest of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Security which was Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have been included learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration statement but was and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall be entitled retain their rights pursuant to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this AgreementSection 5(f).

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of 56% of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all or a part of the Holder's Registrable Securities. Within ten Securities having (i) an anticipated aggregate offering price, net of underwriting discounts and commissions, of not less than $50,000,000 (if the Company has not yet completed its Initial Public Offering) or (ii) an anticipated aggregate offering price, net of underwriting discounts and commissions, of not less than $10,000,000 (after the Company completes its Initial Public Offering), then the Company shall, within 30 days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shalland, subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that the Holder, Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holder or Holders have requested be made part joining in such request as specified by notice given by each such Holder to the Company within 20 days after receipt of such registration statement ("Demand Registration")written notice from the Company. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Common Stock that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company and securities of any other selling stockholders proposed to be sold by the Company or such selling stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) six months following the Initial Public Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective by the SEC; (iii) during the period starting with the date of filing with the SEC of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Public Offering (or such longer period as may be determined pursuant to Section 2 of this Agreement regardless of whether 2.11 hereof); provided that the Holder has elected Company makes reasonable good faith efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback to become effective; (iv) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company, gives notice to the Holders of the company’s intention to file a registration statement for its Initial Offering within 60 days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board or reduction. In the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than 90 days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than twice in any 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business, to execute a general consent to service of process or to subject itself to taxation in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.1, if the Company receives a Holder request from the Holders of at least fifty percent (50%) of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (the Company in writing that it demands "Initiating Holders") that the Company file a registration statement under the Act covering the registration register shares with an aggregate offering price of all of the Holder's Registrable Securities. Within ten days of receipt of such noticeat least $5,000,000, then the Company shall shall, within fifteen (15) days after the receipt thereof, give written notice of such request to all Holders of Registrable Securities, should there be more than onenon-Initiating Holders. The Holders shall give A non-Initiating Holder must notify the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten thirty (1030) days of receipt of the Company's noticesuch written notice if such non-Initiating Holder so desires to have its Registrable Securities registered. The Company shallwill use best efforts to effect, subject to the limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration of all Registrable Securities which that the Holder, or Holders have requested (both Initiating Holders and non-Initiating Holders) request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its request made their demand pursuant to this Section 2(a) above2.1 and the Company shall include such information in the notice referred to in Section 2.2(a). In such event, the right of any Holder to include his/her/its Registrable Securities in such registration shall be conditioned upon participation in such Holder's participation underwriting. The underwriter or underwriters for such offering shall be a nationally recognized underwriter or underwriters selected by the Holders owning a majority of the Registrable Securities requested to be included in such offering and reasonably acceptable to the Company and such underwriter or underwriters shall enter into a reasonable and customary underwriting agreement with the Company. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all participating Holders, and the number of shares that may be included in the underwriting and registration shall be allocated pro rata among the participating Holders in accordance with the number of Registrable Securities held by such Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting registration shall not be reduced unless and until all other securities to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting be sold by the Company and reasonably acceptable to such any Persons that are not Holders participating in such a Demand Registrationare first entirely excluded from the underwriting and registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.1: (i) prior to the earlier of (A) the fifth anniversary of the Closing Date (as defined in the Series C Securities Acquisition Agreement) and (B) six months following the effective date of the registration statement pertaining to the Initial Public Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective and maintained effective for (A) one Demand Registration hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer (provided, however, that such two registrations shall not include any registration pursuant to this Section 2.1 in which the number of Registrable Securities registered is reduced by more than twenty percent (20%) of the number of Registrable Securities that the Holders requested to be registered); (iii) during the period starting with the date of filing of and ending on the date ninety (90) days following the effective date of a registration statement pertaining to any underwritten public offering made pursuant to this Section 2.1 or in which the Holders were given the opportunity to participate pursuant to Section 2 2.2 for not less than thirty percent (30%) of this Agreement regardless the amount of whether the Holder has elected offering; provided that each registration statement was declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer; (iv) if within ten (10) days of receipt of a written request from the Initiating Holders pursuant to exercise all Section 2.1(a) the Company shall furnish to the Initiating Holders a certificate signed by an officer of the Company stating either (A) that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback to be effected at such time or reduction. In the event (B) the Company breaches intends to make its obligation Initial Public Offering within sixty (60) days of the preceding sentencesdate such request was received from the Initiating Holders, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders; provided, that, such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; provided, further, that the Company shall not disclose any information that could be deemed material non-public information of the Company to any of the Initiating Holders during such delayed period; and (v) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below. (d) A requested registration under this Section 2.1 may be rescinded prior to such registration statement being declared effective by the Commission by written notice to the Company from the Initiating Holder; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2.1 if the Company shall have been reimbursed (pro rata by the Initiating Holders or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided further, however, that such Initiating Holders shall not be required by this Agreementto reimburse the Company if such rescission shall have been caused by, or made in response to, the material adverse effect of an event on the business, prospects, properties, condition (financial or otherwise) or operations of the Company.

Demand Registration. (a) At any time after Terra Silex's fully funding the Third Traunche Funding, a Holder of Registrable Securities with a market value of not less than $500,000 may notify If the Company in writing that it demands shall receive a written request (a “Demand Request”) from any Demand Holder that the Company file a registration statement under the Securities Act covering the registration of all or a portion of the Holder's Registrable Securities. Within ten days of receipt of such notice, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of Demand Holder, then the Company's notice. The Company shall, subject to the limitations of subsection 2(b)this Section 3.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 ninety (90) days of after the receipt of a Holder's requestdate such Demand Request is received, a the registration under the Securities Act of all Registrable Securities which in accordance with the intended method of distribution thereof that the Demand Holder, or and any Piggyback Holders pursuant to their rights under Section 3.3, request to be registered, subject to the provisions of Section 3.2(c). The Silver Lake Transferee Group shall have requested be made part the right to make an unlimited number of such registration statement ("Demand Registration")Requests. (b) If a Holder whose shares are included in the Demand Registration Holder intends to distribute the Registrable Securities covered by his/her/its request by means of an underwritingunderwritten public offering, he/she /it it shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above3.2 or any request pursuant to Section 3.4. In connection with a Demand Request, Holders of a majority of the Registrable Securities being sold by all Demand Holders in respect of the related offering shall have the right to select the investment bank or banks and managers to administer such eventoffering, including the lead managing underwriter; provided, that if such Holders decline to exercise such right, the Company shall select the investment bank or banks and managers to administer the offering, but the Demand Holder shall continue to have such right of pursuant to this Section 3.2(b) in any Holder to include his/her/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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to such Holders participating in such a Demand Registrationsubsequent underwritten public offering. (c) The Notwithstanding anything herein to the contrary, the Company is shall not be obligated to effect only one Demand Registration a registration pursuant to Section 2 of this Agreement regardless of whether 3.2 unless the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held requested to be registered by all the Demand Holder, together with the Registrable Securities requested to be registered by any Piggyback Holders pursuant to Section 3.3, are reasonably expected to result in such registration statement aggregate gross cash proceeds (without cutback regard to any underwriting discount or reduction. In commission) in excess of (x) fifty million dollars ($50,000,000) in the event the Company breaches its obligation of the preceding sentences, any Holder case of a Registrable Security which was to have been included registration on Form S-1 or any similar or successor long-form registration or (y) twenty-five million dollars ($25,000,000) in such the case of a registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementon Form S-3 or any similar or successor short-form registration.

Demand Registration. (a) At If the Company receives at any time after Terra Silex's fully funding the Third Traunche Fundingtime, a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (the Company in writing that it demands "Initiating Holders") that the Company file a registration statement under the Act covering the registration of all at least fifty percent (50%) of the Holder's Registrable Securities. Within ten Securities then outstanding, then the Company shall: (i) within 10 days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention Holders; (ii) use all reasonable efforts to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b), effect file as soon as practicable, and in any event within 120 60 days of the receipt of a Holder's such request, a registration statement for registration under the Act of all Registrable Securities which the HolderHolders request to be registered, or Holders have requested be made part subject to the limitations of subsection 1.2(b); and (iii) use all reasonable efforts to cause such registration statement ("Demand Registration")to become effective. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to Section 2(a) abovesubsection 1.2(a), and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be an underwriter of regional or national standing reasonably acceptable to the Company. In such event, the right of any Holder to include his/her/its Registrable Securities in such the registration shall be conditioned upon such Holder's participation in such the underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent provided hereinInitiating Holders and such Holder). All Holders proposing to distribute their Registrable Securities securities through such the underwriting shall (together with the Company as provided in Section 6subsection 1.4(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 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant to this subsection, and the number of shares of Registrable Securities that may be included in the underwriting by shall be allocated among all Holders, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company and reasonably acceptable owned by each Holder; provided, however, that the number of shares of Registrable Securities to such Holders participating be included in such a Demand Registrationthe underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Notwithstanding the foregoing, if the Company furnishes to Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that the Company is obligated engaged in an offering for itself or others or that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to effect only one Demand Registration pursuant to Section 2 of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in such for a registration statement without cutback or reduction. In to be filed and it is therefore necessary to defer the event the Company breaches its obligation filing of the preceding sentencesregistration statement, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep have the right to defer taking action with respect to the filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2 (i) after the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective or (ii) if such demand registration statement effective as required by would then be filed within six months of the initial filing of an earlier demand registration under this AgreementSection 1.2 or a registration under Section 1.9.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 3.1, if the Company shall receive a Holder of Registrable Securities with a market value of written request from (i) BLUM Holders holding not less than $500,000 may notify 25% of the Company in writing that it demands Xxxxstrable Securities then outstanding held by the BLUM Holders, (ii) FS Holders holding not less xxxn 25% of the Registrable Securities then outstanding held by the FS Holders or (iii) DLJ Holders holding not less than 50% of the Registrable Securities then outstanding held by the DLJ Holders, that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities, then the Company shall, within five (5) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and intended disposition of such Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b)this Section 3.1, effect must use its best efforts to effect, as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that the Holder, or Holders have requested request to be made part registered in accordance with this Section 3.1 together with any other securities of the Company entitled to inclusion in such registration statement ("Demand Registration")registration. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above3.1 and the Company shall include such information in the written notice referred to in Section 3.1(a). In such event, the right of any Holder to include his/her/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 Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.1, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated among participating Holders, (i) first among the Initiating Holders as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all such Initiating Holders participating and (ii) second to the extent all Registrable Securities requested to be included in such underwriting by the Initiating Holders have been included, among the Holders requesting inclusion of Registrable Securities in such underwritten offering (other than the Initiating Holders), as nearly as possible on a Demand Registrationpro rata basis based on the total number of Registrable Securities held by all such Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 3.1: (i) prior to the date one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Public Offering; (ii) in the case of (x) a registration requested by BLUM Holders pursuant to Section 2 3.1(a)(ii), axxxx the Company has effected six (6) registrations requested by BLUM Holders pursuant to such Section, (y) a rxxxxtration requested by FS Holders pursuant to Section 3.1(a)(ii), after the Company has effected three (3) registration requested by FS Holders pursuant to such Section, and (z) a registration requested by DLJ Holders pursuant to Section 3.1(a)(ii), after the Company has effected one (1) registration requested by DLJ Holders pursuant to such Section, and in the case of each of the foregoing clauses (x), (y) and (z), such registrations have been declared or ordered effective; (iii) if the anticipated aggregate gross proceeds to be received by such Holders are less than $2,000,000; (iv) if within five (5) days of receipt of a written request from the Initiating Holders pursuant to Section 3.1(a), the Company in good faith gives notice to the Initiating Holders of the Company's intention to make a public offering within ninety (90) days in which case Section 3.2 shall govern; provided that if the Company does not file a registration statement under the Securities Act relating to such public offering within such ninety (90) day period (such 90 day period being referred to herein as the "Relevant Period") the Company shall be prohibited from delivering additional notices pursuant to this Agreement regardless Section 3.1(c)(iv) until the 181st day following the last day of whether the Holder has elected Relevant Period; or (v) if the Company shall furnish to exercise all Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chairman of its Stock Rights. The the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company agrees to include all Registrable Securities held by all Holders in for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentences, any Holder request of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Initiating Holders; provided that the Company shall keep such not defer filings pursuant to this clause (v) more than an aggregate of ninety (90) days in any twelve (12) month period. (d) The Company shall select the registration statement effective form for any registration pursuant to Section 3.1, but shall cooperate with the requests of the Initiating Shareholders or managing underwriters selected by them as to the inclusion therein of information not specifically required by this Agreementsuch form.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least a majority of the Holder's Registrable Securities. Within Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Qualified Public Offering”)), then the Company shall, within ten (10) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicable, reasonably possible and in any event within 120 sixty (60) days of after the receipt of a Holder's requestdate such request is given by the Initiating Holders, a the registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (ii) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of this Agreement regardless the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (iv) if the Company shall furnish to the Initiating Holders, a certificate signed by the Chairman of whether the Holder has elected Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback to be effected at such time because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or reduction. In other similar transaction involving the Company, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (C) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentencesrequest of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; (v) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, any Holder qualification or compliance. (d) A registration shall not be counted as “effected” for purposes of a Registrable Security which was to have been included in this Section 2.2 until such time as the applicable registration statement but was not has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, and forfeit their right to one demand registration statement pursuant to Section 2.5, in which case such withdrawn registration statement shall be entitled counted as “effected” for purposes of this Section 2.2. Registrations effected pursuant to a second Demand Registration this Section 2.2 shall not be counted as demands for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementor registrations effected pursuant to Section 2.4.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company receives a Holder written request from the Holders of at least 30% of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least 20% of the Holder's Registrable Securities. Within ten Securities held by the Initiating Holders (provided that the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000 if the request is made prior to the Initial Offering, or $5,000,000 if the request is made after the Initial Offering), then the Company shall, within 30 days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicable, and in any event reasonably possible within 120 90 days of the receipt of a Holder's following such request, a the registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) six months following the effective date of a registration statement under the Securities Act for the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2 of this Agreement regardless of whether 2.11 hereof); provided that the Holder has elected Company makes reasonable good faith efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback or reduction. In to become effective; (iv) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement within 90 days for an anticipated Qualified IPO; (v) if the Company furnishes to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than 100 days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than twice in any 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At If at any time after Terra Silex's fully funding the Third Traunche Funding, a Holder of Registrable Securities with a market value of not less than $500,000 may notify the Company in writing that it demands shall receive a written Purchaser Request that the Company file a registration statement under the Act covering Securities Act, then the registration of all Company shall, within ten (10) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shalland, subject to the limitations of subsection 2(b)Section 3(b) below, effect shall file (as soon expeditiously as practicable, and in any event within 120 thirty (30) days of the receipt of a Holder's such request) and use its commercially reasonable best efforts to have declared effective, a registration of statement under the Securities Act with respect to all Registrable Securities which the Holder, or Holders have requested request to be made part registered within eighteen (18) days of the mailing of such registration statement ("Demand Registration")notice by the Company in accordance with Section 8(g) below. (b) If a Holder whose shares are included in the Demand Registration intends Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above3 and the Company shall include such information in the written notice referred to in Section 3(a). In such event, the right of any Holder to include his/her/its such Holder’s Registrable Securities in such registration 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 Holders participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 65(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; 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 this Section 3, if the underwriter advises a Holder that marketing factors require a limitation of the number of shares to be underwritten, then the Holder shall so advise the Company and reasonably acceptable the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a Demand Registrationreduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. (c) The Company is shall be obligated to effect only one Demand Registration two (2) registrations (and only if such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Company’s Common Shares on the Trading Market on the date preceding the date of the Purchaser Request) pursuant to Purchaser Requests under this Section 2 3 (an offering which is not consummated shall not be counted for this purpose). (d) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 3, a certificate signed by the chief executive officer of this Agreement regardless the Company stating that in the good faith judgment of whether the Holder has elected Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder to be filed by reason of a Registrable Security which was material pending transaction and it is therefore essential to have been included in defer the filing of such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and statement, the Company shall keep have the right to defer such registration statement effective as required by filing for a period of not more than ninety (90) days after receipt of the Purchaser Request provided, however, that the Company may not utilize this Agreementright more than once in any twelve (12) month period.

Demand Registration. 2A.1 If the Company shall receive a written request (athe “Registration Request”) At at any time after Terra Silex's fully funding that a registration statement under Section 2 above is not effective, from one or more Holders holding in the Third Traunche Funding, a Holder of aggregate Registrable Securities with having a market value of not less than at least $500,000 may notify 1 million as of the Company in writing that it demands that time of the Company file a registration statement request to register under the Act covering the registration of all of the Holder's Registrable Securities. Within ten days of receipt of such noticeAct, the Company shall shall: (a) within twenty (20) days of the receipt thereof, give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration of all Registrable Securities which the Holder, or Holders have requested be made part of such registration statement ("Demand Registration").Holders; and (b) use its best efforts to cause a registration statement, covering all Registrable Securities that the Holders request to be registered, to be declared effective under the Act as promptly as possible after receipt of the Registration Request, but in any event on or prior to the 90th day after the Registration Request is deemed given to the Company, so as to permit the resale thereof and in connection therewith shall prepare and file a registration statement on such appropriate registration form of the SEC as shall be available to the Company. The written request referred to in this Section 2A.1 shall (i) specify the number of Registrable Securities intended to be offered and sold, (ii) describe the nature and method of the proposed offer and sale thereof, and (iii) contain an undertaking of the Holder(s) to provide all such information and materials and take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the SEC. 2A.2 If a Holder whose shares are included the Holders initiating the registration request hereunder (the “Initiating Holders”) so elect, an offering of Registrable Securities pursuant to the registration statement may be effected in the Demand Registration intends to distribute form of an underwritten offering. In such event, the underwriter will be selected by the Initiating Holders holding a majority of the Registrable Securities covered by his/her/its request by means of an underwriting, he/she /it to be registered and shall so advise be reasonably acceptable to the Company as a part of his/her/its request made pursuant to Section 2(a) aboveCompany. In such event, the right of any Holder to include his/her/its such Holder’s Registrable Securities in such registration 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 Initiating Holders holding a majority of the Registrable Securities to be registered and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with and the Company as provided in Section 6) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting and shall provide the underwriter or underwriters with such ancillary underwriting documents and legal opinions as are customary. 2A.3 In the event of an underwritten offering, if the managing underwriter advises the Initiating Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such underwritten offering exceeds the amount that can be sold in such underwritten offering, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto and there shall be included in such underwritten offering the number of Registrable Securities which in the opinion of the managing underwriters can be sold, and such number shall be allocated among all Holders thereof, including the Initiating Holders, on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder. 2A.4 The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2A: (a) if the Holders, together with the holders of any other securities of the Company and reasonably acceptable entitled to such Holders participating inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or (b) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a Demand Registrationgeneral consent to service of process in effecting such registration, qualification or compliance. (c) The Company is obligated to effect only one Demand Registration 2A.5 At any time after a registration statement filed pursuant to Section 2 of this Agreement regardless of whether or Section 2A has been declared effective by the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in such registration statement without cutback or reduction. In the event SEC, the Company breaches its obligation may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the preceding sentencesBoard of Directors of the Company and its counsel, any Holder in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and “Grace Period”); provided, that the Company shall keep promptly (i) notify the Holders in writing of the existence of a Grace Period in conformity with the provisions of this Section (provided that in each notice the Company will not disclose the content of such registration statement effective as required by this Agreementmaterial non-public information to the Holders, unless requested) and the date on which the Grace Period will begin, and (ii) notify the Holder in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holder receives the notice referred to in clause (i) and shall end on and include the later of the date the Holder receives the notice referred to in clause (ii) and the date referred to in such notice.

Demand Registration. (a) 3.1. At any time after Terra Silex's fully funding following the Third Traunche FundingEffective Date, a Holder of Registrable Securities with a market value of not less than $500,000 the Initiating Holders may notify the Company request in writing that it demands that all or part of the Company file a registration statement Registrable Shares shall be registered under the Act covering Securities Act. Any such demand must request the registration of all shares with an anticipated aggregate offering price of the Holder's Registrable Securitiesat least five million United States dollars ($5,000,000). Within ten thirty (30) days of after receipt of any such noticerequest, the Company shall give written notice of such request to any other Holders, if any, and shall include in such registration all Registrable Shares held by all such Holders of Registrable Securities, should there be more than one. The Holders shall give who wish to participate in such demand registration and provide the Company with written election of their intention to have the Registrable Securities owned by them included in such a registration statement requests for inclusion therein within ten fourteen (1014) days of after the receipt of the Company's ’s notice. The Company shallAs promptly as practicable thereafter, subject to Section 8.1 hereof, the limitations of subsection 2(b), Company shall effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration of all Registrable Shares as to which it has received requests for registration under the Securities which Act in the Holderrequest for registration; provided, or Holders have requested however, that the Company shall not be made part required to effect any registration under this Section 3 within a period of such registration statement ninety ("Demand Registration")90) days following the effective date of a previous registration. (b) 3.2. If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities Shares covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to Section 2(a) above3.1 above and the Company shall include such information in the written notice referred to in Section 3.1. In such event, event the right of any Holder to include his/her/its Registrable Securities Shares in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities Shares in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent provided hereinInitiating Holders and such Holder) and such other agreements as such underwriter(s) shall reasonably request. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter. Notwithstanding any other provision of this Section 3, if the managing underwriter or underwriters selected advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Shares that would otherwise be underwritten pursuant hereto, and there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first, shares held by shareholders other than the Holders; second, to the extent necessary, shares which the Company may wish to register for such underwriting its own account, and thereafter, to the extent necessary, Registrable Shares held by the Company and reasonably acceptable Holders (pro rata to such the respective number of Registrable Shares held by the Holders participating in the registration). Any Registrable Shares excluded or withdrawn from such a Demand Registration. (c) The Company is obligated to effect only one Demand Registration pursuant to Section 2 of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was to have been included in such registration statement but was not underwriting shall be entitled to a second Demand Registration for such excluded securities and withdrawn from the Company shall keep such registration statement effective as required by this Agreementregistration.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 3.4, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities then outstanding having reasonably anticipated gross proceeds of the Holder's Registrable Securities. Within ten days of receipt of such noticeat least $35,000,000, then the Company shall shall, within thirty (30) days after the receipt thereof, give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 3.4, effect file and use reasonable best efforts to effect, as soon expeditiously as practicablepossible, the registration under the Securities Act and in any event within 120 days of the receipt of a Holder's request, a registration applicable state securities Laws of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above3.4 and the Company shall include such information in the written notice referred to in Section 3.4(a). In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.4, if the managing underwriter or underwriters advises the Company and the Holders in writing that in the good faith judgment of such managing underwriter or underwriters the marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 3.4: (i) during any period in which the Company is eligible to use Form S-3 (in which case the Holders shall have the rights to registration and Shelf Take-Downs set forth in, and subject to the limitations of, Section 3.2); (ii) subject to Section 3.4(d), after the Company has effected two (2) registrations pursuant to this Section 3.4, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering subject to Section 3.3, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days after receipt after a written request from Initiating Holders pursuant to Section 2 3.4(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering subject to Section 3.3, other than pursuant to a Special Registration Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 3.4 a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the preceding sentencesrequest of the Initiating Holders; provided that such right to delay a request (together with any similar right set forth in Section 3.2 or Section 3.7(a)) shall be exercised by the Company not more than three (3) times in any twelve (12) month period; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case, where the Company would not otherwise be required to so qualify or execute a general consent, as applicable, but for such registration pursuant to this Section 3.4. (d) Notwithstanding any Holder other provision of this Agreement, a Registrable Security which was registration pursuant to Section 3.2 or requested pursuant to this Section 3.4 shall not be deemed to have been included effected (i) if the registration statement is withdrawn without becoming effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority for any reason other than a misrepresentation or an omission by an Initiating Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement; provided, that if such registration is a Shelf Registration Statement pursuant to Section 3.2, such registration shall be deemed to have been effected if such Shelf Registration Statement remains effective for the period specified in Section 3.7(a), (iii) if not a Shelf Registration Statement and the registration does not contemplate an underwritten offering, if the applicable registration statement does not remain effective for at least 180 days (or such shorter period as will terminate when all securities covered by such registration statement but was have been sold or withdrawn); or if not shall be entitled to a second Demand Shelf Registration for such excluded securities Statement and the Company shall keep such registration statement contemplates an underwritten offering, if it does not remain effective as for at least 180 days plus such longer period as, in the opinion of counsel for the underwriter or underwriters, a prospectus is required by this AgreementLaw to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer or (iv) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by the Initiating Holders.

Demand Registration. (a) At any time If the Company receives, upon the expiration of six (6) months after Terra Silex's fully funding the Third Traunche Fundingeffective date of a QIPO, a Holder written request from Holders of at least thirty percent (30%) of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding, then the Company in writing that it demands that shall, within thirty (30) days after the Company file receipt thereof, give a registration statement under the Act covering the registration of all of the Holder's Registrable Securities. Within ten days of receipt of such notice, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company and shall, subject to the limitations of subsection 2(bSection 2.1 (b) (Demand Registration), use its best efforts to effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or Holders have requested request to be made part registered within twenty (20) days after the mailing of such registration statement notice by the Company. Registrations under this Section 2.1 ("Demand Registration")) shall be on such appropriate registration form of the SEC or other governmental entity as shall be selected by the Company and shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the request for such registration. (b) If a Holder whose shares are included in the Holders initiating the registration request under this Section 2.1 (Demand Registration intends Registration) (the “Initiating Holders”) intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.1 (Demand Registration) aboveand the Company shall include such information in the written notice referred to in Section 2.1(a) (Demand Registration). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 62.4(e) (Obligations of the Company)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1 (Demand Registration), if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto, and the amount of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company held by each Holder; provided, however, that in each case the amount of Registrable Securities to be included in such underwriting shall not be reduced unless all securities other than Registrable Securities are first entirely excluded from the underwriting; and provided, further, that in the case of registration pursuant to Section 2.1(a) (Demand Registration), that if the reduction reduces the total amount of Registrable Securities included in such underwriting to less than thirty percent (30%) of the Registrable Securities initially requested for registration by the Company and reasonably acceptable to Initiating Holders, such Holders participating in such offering shall not be counted as a Demand Registrationregistration for the purpose of subsection (d)(i). (c) The Notwithstanding the foregoing, if the Company furnishes to the Initiating Holders a certificate signed by the president or chief executive officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request from the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period. (d) In addition to and without prejudice to Section 2.14 (Termination of Registration Rights), the Company shall not be obligated to effect only one effect, or take any action to effect, any registration pursuant to this Section 2.1 (Demand Registration Registration): (i) after the Company has effected two (2) registrations pursuant to Section 2 2.1(a) (Demand Registration) (with ADRs or ADSs and their underlying Ordinary Shares constituting a single registration) and such registrations (x) have been declared or ordered effective, or (y) have been closed or withdrawn at the request of this Agreement regardless the Initiating Holders (other than as a result of whether a Material Adverse Effect); (ii) during the Holder has elected period commencing on the date sixty (60) days prior to exercise all the date of filing (as estimated by the Company in good faith) of, and ending on the date one hundred and eighty (180) days after the effective date of (subject to such extension as provided in Section 2.13 (“Market Stand-Off” Agreement)), a registration subject to Section 2.2 (Company Registration) (other than a registration relating solely to the sale of securities to participants in a Company share plan, 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 Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered or an SEC Rule 145 transaction); provided that the Company uses its Stock Rights. The Company agrees reasonable best efforts to include all Registrable Securities held by all Holders in cause such registration statement without cutback under Section 2.2 (Company Registration) to become effective; or (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form F-3 or reduction. In Form S-3 (or any successor form that provides for short-form registration), as the event the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementcase may be.

Demand Registration. (a) At Subject to the conditions of this Section 2.2, if the Company shall receive at any time after Terra Silex's fully funding one hundred eighty (180) days after the Third Traunche Fundingeffective date of the Initial Offering, a Holder written request from the Holders of at least 40% of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a Form S-1 registration statement under the Securities Act covering the registration of all Registrable Securities with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $5,000,000, then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicable, reasonably possible (and in any event within 120 60 days of after the receipt of a Holder's requestdate such request is given by the Initiating Holders), a the registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request in Section 2.2(a) by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such 120 day period, other than a Special Registration Statement; (v) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2 2.4; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of this Agreement regardless of whether process in effecting such registration, qualification or compliance, unless the Holder has elected Company is already subject to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders service in such registration statement without cutback or reduction. In jurisdiction and except as may be required under the event the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this AgreementSecurities Act.

Demand Registration. (a) At Subject to the conditions of this Section 2.2, if the Company shall receive at any time after Terra Silex's fully funding the Third Traunche Fundingearlier of (i) four (4) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the Initial Offering, a Holder written request from the Holders of more than thirty percent (30%) of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least forty percent (40%) of the Holder's Registrable Securities. Within ten days Securities then outstanding and having an aggregate offering price, net of receipt underwriting discounts and commissions, of such noticenot less than $10,000,000, then the Company shall promptly give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, use its best efforts to effect as soon as practicable, the registration under the Securities Act (and in any event within 120 days of the receipt of a Holder's request, a registration related qualification under blue sky laws or other compliance) of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.2 shall be paid by the Company. (d) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the four year anniversary of this Agreement or one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2, a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of more than 40% of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities with an anticipated aggregate offering price before underwriting discounts and commissions, of the Holder's Registrable Securities. Within ten days of receipt of such noticenot less than $10,000,000, then the Company shall promptly give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect shall effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that the HolderInitiating Holders request to be registered, together with all Registrable Securities of any other Holder or Holders have requested be made part joining in such request as are specified in a written request given within 15 days after receipt of such registration statement ("Demand Registration")written notice from the Company. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its a request made pursuant to this Section 2.2, or any request pursuant to Section 2.4, by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its such request made pursuant and the Company shall include such information in the written notice referred to in Section 2(a2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to such Holders participating in such a Demand Registration. (c) The Company is obligated to effect only one Demand Registration pursuant to Section 2 the Company). Notwithstanding any other provision of this Agreement regardless Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of whether the Holder has elected number of securities to exercise be underwritten (including Registrable Securities), then the Company shall so advise all Holders of its Stock Rights. The Company agrees Registrable Securities which would otherwise be underwritten, and the number of shares that may be included in the underwriting shall be allocated to include all the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders in such registration statement without cutback or reduction. In (including the event Initiating Holders); provided, however, that the Company breaches its obligation number of the preceding sentences, any Holder shares of a Registrable Security which was Securities to have been be included in such underwriting and registration statement but was shall not be reduced unless all other securities of the Company (including securities to be issued by the Company) are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be entitled to a second Demand Registration for such excluded securities and withdrawn from the Company shall keep such registration statement effective as required by this Agreementregistration.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act or comparable document filed with a foreign securities commission or regulatory authority covering the registration of all at least fifty percent (50%) of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percentage if the proposed aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and the registration under the Securities Act or pursuant to a receipt issued for a final prospectus by the applicable securities commission or regulatory authority in any event within 120 days of the receipt of a Holder's request, a registration foreign jurisdiction of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 62.6(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters mutually selected for such underwriting by the Company and reasonably acceptable a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. Except as otherwise provided in this Section 2.2(b), the Company shall be entitled to include in any registration statement referred to in this Section 2.2 shares of Common Stock to be sold by the Company for its own account. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the second anniversary of the date of this Agreement or (B) one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days of the date of such request; (v) if, within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company shall furnish to the Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2, a certificate signed by the Chairman of whether the Holder has elected to exercise all Board stating that in the good faith judgment of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in the Board of Directors of the Company, such registration statement without cutback or reduction. In would reasonably be expected to have a material adverse effect on the Company and its stockholders, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. Subject to the conditions of this Section 2.2, if the Company shall receive a written request from (ai) At any time after Terra Silex's fully funding the Third Traunche Funding, Holders of a Holder majority of the Registrable Securities or (ii) TCP with a market value respect to the Warrant Shares (in each case, the “Initiating Holders”) that, in the case of not less than $500,000 may notify the Company in writing that it demands that clause (i) above only, the Company file a registration statement under the Securities Act covering the registration of all at least a twenty five percent (25%) of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (ba) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to such Holders participating the Company) and TCP if TCP includes any of its Registrable Securities in such a Demand Registration. (c) The Company is obligated to effect only one Demand Registration pursuant to Section 2 demand registration. Notwithstanding any other provision of this Agreement regardless Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of whether the Holder has elected number of securities to exercise be underwritten (including Registrable Securities) then the Company shall so advise all Holders of its Stock Rights. The Company agrees Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated first, to include all TCP on a pro rata basis based on the total number of Registrable Securities held by the Holders affiliated with TCP; and second to the Holders of all Holders other Registrable Securities on a pro rata basis based on the number of Registrable Securities held by such Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (b) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the first anniversary of the date of this Agreement, except with respect to the Warrant Shares; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to an underwritten public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement without cutback or reduction. In to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by the Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below, in which case the Company shall keep comply with Section 2.4 upon such registration statement effective as request; or (vii) in any particular jurisdiction in which the Company would be required by this Agreementto qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, a Holder of Registrable Securities with a market value of not less than $500,000 may notify if the Company in writing that it demands shall receive a written request from Stockholders that the Company file a registration statement under the Act covering the registration of all Form S-1 with respect to at least fifty percent (50%) of the Holder's Registrable Securities. Within ten days of receipt of such noticeSecurities then outstanding, then the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 sixty (60) days of after the receipt of date such request is given by the Stockholders, file a Holder's request, a registration of Form S-1 under the Securities Act covering all Registrable Securities which that the HolderStockholders requested to be registered, or Holders have requested be made part subject to the limitations of such registration statement ("Demand Registration"Sections 2.2(b) and 2.2(c). (b) If a Holder whose shares are included in the Demand Registration intends Stockholders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above2.2 or any request pursuant to Section 2.4. In such event, the right of any Holder the Stockholders to include his/her/its their Registrable Securities in such registration shall be conditioned upon such Holder's the Stockholders’ participation in such underwriting and the inclusion of such Holder's the Stockholders’ Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting The Stockholders shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Stockholders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise the Stockholders, provided, no such Holders participating reduction shall reduce the amount of Registrable Securities of the Stockholders below twenty percent (20%) of the total amount of securities included in such a Demand Registrationregistration, 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 Stockholders may be excluded in accordance with the immediately preceding sentence. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to one Demand Registration hundred eighty (180) days after the effective date of the registration statement for an IPO; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared, have been ordered, or have become effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering (other than a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from the Stockholders pursuant to Section 2 2.2(a), the Company gives notice to the Stockholders of the Company’s intention to make a public offering within ninety (90) days; provided that, the Company makes reasonable good faith efforts to make such public offering during such period; provided, however, except in the case of a DI/Longitude Transfer (as defined below) to a Permitted Transferee (as defined below) in which case the following proviso shall not apply, this Agreement regardless clause (iv) shall not apply or have any effect in the period prior to December 23, 2018, or upon an Event of whether Default for so long as such Event of Default is continuing; (v) if the Holder has elected Company shall furnish to exercise all the Stockholders pursuant to this Section 2.2, a certificate signed by the Chairman of the Board stating that it would be Seriously Detrimental to the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentencesrequest of the Stockholders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; provided, further, however, that in the event of the suspension of effectiveness of any Holder of a Registrable Security registration statement pursuant to this Agreement, the applicable time period during which was to have been included in such registration statement but was not is to remain effective shall be entitled extended by that number of days equal to a second Demand Registration for such excluded securities and the Company shall keep number of days the effectiveness of such registration statement effective as required by was suspended pursuant to this AgreementSection; or (vi) if the Stockholders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least a majority of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,500,000), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities then held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing or confidential draft submission of, and ending on the date one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board of Managers of the Company (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its securityholders for such registration statement to be effected at such time because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; (v) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2 of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders 2.4 below; or (vi) in such registration statement without cutback or reduction. In the event any particular jurisdiction in which the Company breaches its obligation would be required to qualify to do business or to execute a general consent to service of the preceding sentencesprocess in effecting such registration, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementqualification or compliance unless already so qualified or consented to.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders holding a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least a majority of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect use its best efforts to effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless no other party other than the Company and the Holders are included in the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fourth anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2 a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a written request from a Holder or Holders of at least 50% of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (the Company in writing that it demands "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of all a majority of the Holder's Registrable Securities. Within ten Securities owned by such Initiating Holders, then the Company shall, within 30 days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shalland, subject to the limitations of subsection 2(b)this Section 2.2, effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, use its commercially reasonable efforts to file a registration of statement under the Securities Act with the Commission covering all Registrable Securities which that the Holder, or Initiating Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a), as applicable. In such event, the right of any Holder to include his/her/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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated first to the Holders who are holders of Series B Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) and Series A Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) on a pro rata basis based on the total number of Registrable Securities held by such Holders participating of Series B Convertible Preferred Stock and Series A Convertible Preferred Stock; provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2.2: (1) prior to the earlier of (A) six months following a Qualified Offering, and (B) December 31, 2004; (2) after the Company has effected two (2) registrations pursuant to Section 2 2.2(a), and such registrations have been declared or ordered effective; (3) during the period starting with the date of this Agreement regardless filing of, and ending on the date 90 days following the effective date of, any registration statement (other than a Special Registration Statement) of whether the Holder has elected Company; (4) if within 30 days of receipt of a written request from Initiating Holders pursuant to exercise all Section 2.2(a), the Company gives notice to the Holders of the Company's intention to make a Qualified Offering within 90 days; (5) if the Company shall furnish to the Initiating Holders, a certificate signed by the Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than 120 days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any twelve-month period; or (6) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementrequest made pursuant to Section 2.4 below.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.1, if the Company shall receive a Holder of Registrable Securities with a market value of written request from the Holders who together hold in aggregate not less than $500,000 may notify 50% of the Company in writing that it demands Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least 50% of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.1, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a) aboveor Section 2.3(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders. Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.1: (i) prior to the date one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the IPO or after five (5) years after the date of this Agreement; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; (iii) if, within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.1 a certificate signed by the Chairman of whether the Holder has elected Board (or, in the absence of a Chairman of the Board, a lead independent director or director exercising a similar function) stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in shareholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentences, any Holder request of a the Initiating Holders; (v) if the Initiating Holders propose to dispose of shares of Registrable Security which was to have been included in such registration statement but was not shall Securities that may be entitled immediately registered on Form F-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.3 below; or (vi) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At The Company hereby agrees to use its best efforts to register all or any time after Terra Silex's fully funding portion of the Third Traunche Funding, Registrable Shares on one (1) occasion upon receipt of a Holder written request from a holder (the "Holder" or "Holders") of record of the Registrable Securities with a market value of not less than $500,000 may notify the Company in writing that it demands Shares that the Company file a registration statement under the 1933 Act covering the registration of all of the Holder's Registrable SecuritiesShares then outstanding. Within ten The Company shall, within twenty (20) days of its receipt of such noticethereof, the Company shall give written notice of such request to all Holders holders of record of Registrable Securities, should there be more than oneShares. The Holders of said Registrable Shares shall give then have fifteen (15) days from the date of mailing of such notice by the Company written election to request that all or a portion of their intention to have the respective Registrable Securities owned by them Shares be included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration of all Registrable Securities which the Holder, or Holders have requested be made part of such registration statement ("Demand Registration")said registration. (b) If a Holder whose shares are included in the Demand Registration intends Holders intend to distribute the Registrable Securities Shares covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Agreement, and the Company shall include such information in the written notice to the other Holders of Registrable Shares referred to in Section 2(a1(a) above. In such event, the right of any Holder to include his/her/its Registrable Securities Shares in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities Shares in the underwriting (unless otherwise mutually agreed by the Company, the underwriter, the Initiating Holder and such Holder) is limited to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 63(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by mutual agreement of the Company and reasonably acceptable the Initiating Holder, which agreement shall not be unreasonably withheld. Notwithstanding any other provision of this Section 1, if the underwriter advises the Initiating Holder and the Company in writing that marketing factors require a limitation of the number of shares to such be underwritten, then the Initiating Holder shall so advise all Holders participating of Registrable Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated on a pro rata basis among all Holders that have requested to participate in such a Demand Registrationregistration. (c) Each such registration shall remain effective for a period of one hundred eighty (180) days, unless the Initiating Holder requests that such registration be terminated prior to the expiration of such period. (d) If, after a registration statement becomes effective, the Company advises the Holders that the registration statement is required to be amended under applicable federal securities laws, the Holders shall suspend any further sales of their Registrable Shares, until the Company advises them that the registration statements has been amended, but not more than thirty (30) days. The Company is obligated one hundred eighty (180)-day time period referred to effect only one Demand Registration in subsection (c) during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of business days during which the right to sell the Registrable Shares was suspended pursuant to Section 2 of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and sentence. (e) the Company shall keep such registration statement effective as required by this Agreementhave the right to exclude an underwriter not reasonably acceptable to it.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least a majority of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2 a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.1, if the Company shall receive a Holder written request from the Investors holding at least a majority of the Registrable Securities with a market value of not less than $500,000 may notify the Company in writing that it demands held by Investors that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities and the aggregate offering price to the public of any such offering would exceed $10,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesInvestors, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.1, effect use its reasonable commercial efforts to effect, as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that the Holder, or Holders have requested Investors request to be made part of such registered. The Investors requesting registration statement ("Demand Registration")pursuant to this Section 2.1 shall be referred to as the “Initiating Holders.” (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above2.1 and the Company shall include such information in the written notice referred to in Section 2.1(a). In such event, the right of any Holder Investor to include his/her/its Registrable Securities in such registration 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 Investor) to the extent provided herein. All Holders Investors proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Investors whose Registrable Securities would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to such Holders participating in Investors on a pro rata basis based on the number of Registrable Securities held by all such a Demand RegistrationInvestors (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2.1: (i) after the Company has effected two (2) such registrations, and such registrations have been declared or ordered effective; (ii) during the period starting with the date of filing of, and ending on the date ninety (90) days following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) if, within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.1(a), the Company gives notice to the Investors of the Company’s intention to make a Qualified Public Offering within ninety (90) days; (iv) if the Company shall furnish to the Investors requesting a registration statement pursuant to this Agreement regardless Section 2.1 a certificate signed by the Chairman of whether the Holder has elected Board stating that, in the good faith judgment of a majority of the Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled to a second Demand Registration for such excluded securities and exercised by the Company shall keep such registration statement effective as required by this Agreementnot more than once in any twelve (12) month period; or (v) Until the Company has completed its Initial Offering or August 24, 2009, whichever is sooner.

Demand Registration. (a) At If at any time after Terra Silex's fully funding the Third Traunche FundingCompany shall receive (i) a written Purchaser Request, a Holder so long as the Purchaser Holders hold at least 30% of the Registrable Securities with acquired by them on the date hereof, or (ii) a market value written Registration Request after the Purchaser Holders no longer hold at least 30% of not less than $500,000 may notify the Company in writing that it demands Registrable Securities acquired by them on the date hereof, that the Company file a registration statement Registration Statement under the Act covering Securities Act, then the registration of all Company shall, within ten (10) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders and, subject to the limitations of Registrable SecuritiesSection 3(b) below, should there be more than one. The Holders shall give use its reasonable best efforts to prepare and file a Registration Statement under the Company written election of their intention Securities Act with respect to have the all Registrable Securities owned by them included in such a registration statement which the applicable Holders request to be registered within ten (10) days of receipt the mailing of such notice by the Company's notice. The Company shall, subject to the limitations of subsection 2(bin accordance with Section 9(g) below (as expeditiously as practicable), effect and use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable, and in any event within 120 days of possible after the receipt of a Holder's request, a registration of all Registrable Securities which the Holder, or Holders have requested be made part of such registration statement ("Demand Registration")filing thereof. (b) If a Holder whose shares are included in the Demand Registration intends applicable Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwritingunderwriting (whether it is on a firm commitment or best efforts (i.e., he/she /it registered direct) basis), they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above3 and the Company shall include such information in the written notice referred to in Section 3(a). In such event, the right of any Holder to include his/her/its such Holder’s Registrable Securities in such registration 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 Holders participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 65(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; 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 this Section 3, if the underwriter advises a Holder that marketing factors require a limitation of the number of shares to be underwritten, then the Holder shall so advise the Company and reasonably acceptable the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, so long as the Purchaser Holders hold at least 30% of the Registrable Securities acquired by them on the date hereof, among the Purchaser Holders that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such Purchaser Holders, until such Purchaser Holders have included in the underwriting all shares requested by such Purchaser Holders to be included, (ii) then, among Holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such Holders, until such Holders have included in the underwriting all shares requested by such Holders to be included, and (iii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a Demand Registrationreduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. (c) The Company is shall be obligated to effect only one Demand Registration four (4) registrations (and only if such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Common Stock on the Trading Market on the date preceding the date of the Purchaser Request) pursuant to Purchaser Requests under this Section 2 3 (an offering which is not consummated shall not be counted for this purpose). (d) Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 3, (i) during the 90 day period commencing on the effective date of this Agreement regardless of whether any other registration statement filed by the Holder has elected Company relating to exercise all the public offering of its Common Stock Rights. The or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company agrees shall furnish to include all Registrable Securities held the applicable Holders a certificate signed by all Holders the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request or the Registration Request, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement without cutback or reduction. In (C) 90 days after the event filing of such registration statement; provided, however, that in the case of clause (ii) the Company breaches its obligation may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of the preceding sentencesdoubt, any Holder of a Registrable Security which was to have been included in such registration statement but was not this clause (ii) shall be entitled to a second Demand Registration for such excluded securities incremental to, and not in lieu of, the Company’s relief from its demand registration obligation under clause (i) above. (e) Notwithstanding the foregoing, if the Company shall keep furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders for such registration statement Registration Statement to remain effective as required by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement’s effectiveness, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) days in the aggregate after receipt of the Purchaser Request or the Registration Request; provided, however, that the Company may not utilize this Agreementright more than twice in any twelve (12) month period.

Demand Registration. (a) At a. If at any time after Terra Silex's fully funding the Third Traunche Funding, a Holder of Registrable Securities with a market value of not less than $500,000 may notify Expiration Date the Company in writing that it demands shall receive a written Holder Request that the Company file a registration statement under the Act covering Securities Act, then the registration of all Company shall, within ten (10) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shalland, subject to the limitations of subsection 2(b)Section 3(b) below, effect shall file (as soon expeditiously as practicable, and in any event within 120 thirty (30) days of the receipt of a Holder's such request) and use its commercially reasonable best efforts to have declared effective, a registration of statement under the Securities Act with respect to all Registrable Securities which the Holder, or Holders have requested request to be made part registered within eighteen (18) days of the mailing of such registration statement ("Demand Registration")notice by the Company in accordance with Section 9(e) below. (b) If a Holder whose shares are included in the Demand Registration intends to distribute the Registrable Securities covered by his/her/its request by means of an underwriting, he/she /it shall so advise the Company as a part of his/her/its request made pursuant to Section 2(a) above. In such event, the b. The right of any Holder to include his/her/its such Holder’s Registrable Securities in such a registration effected pursuant to a Holder Request 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 Holders participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 65(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; 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 this Section 3, if the underwriter advises a Holder that marketing factors require a limitation of the number of shares to be underwritten, then the Holder shall so advise the Company and reasonably acceptable the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a Demand Registrationreduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. (c) c. The Company is shall be obligated to effect only one Demand Registration (1) registration (and only if such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Company’s Common Shares on the Trading Market on the date preceding the date of the Holder Request) pursuant to Holder Requests under this Section 2 3 (an offering which is not consummated shall not be counted for this purpose). d. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 3, a certificate signed by the chief executive officer of this Agreement regardless the Company stating that in the good faith judgment of whether the Holder has elected Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder to be filed by reason of a Registrable Security which was material pending transaction and it is therefore essential to have been included in defer the filing of such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and statement, the Company shall keep have the right to defer such registration statement effective as required by filing for a period of not more than ninety (90) days after receipt of the Holder Request provided, however, that the Company may not utilize this Agreementright more than once in any twelve (12) month period.

Demand Registration. (a) At Commencing on the date hereof, any time after Terra Silex's fully funding the Third Traunche Funding, Requesting Holders may make a Holder of Registrable Securities with a market value of not less than $500,000 may notify written request to the Company in writing (specifying that it demands is being made pursuant to this Section 2) that the Company file a registration statement under the 1933 Act (or a similar document pursuant to any other statute then in effect corresponding to the 0000 Xxx) covering the registration of all of the Holder's Registrable SecuritiesStock. Within ten days of receipt of In such noticeevent, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement (x) within ten (10) days thereafter notify in writing all other Holders of receipt Registrable Stock of the Company's notice. The Company shall, subject to the limitations of subsection 2(b), effect as soon as practicablesuch request, and in any event within 120 days of (y) use its best efforts to cause to be registered under the receipt of a Holder's request, a registration of 1933 Act all Registrable Securities which Stock that the HolderRequesting Holders and such other Holders have, or Holders have within forty-five (45) days after the Company has given such notice, requested be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Requesting Holders intend to distribute the Registrable Securities Stock covered by his/her/its their request by means of an underwritingunderwritten offering, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to Section 2(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2(a) above. In such event, the Holder's right of any Holder to include his/her/its Registrable Securities Stock in such registration shall be conditioned upon such Holder's participation in such underwriting underwritten offering and the inclusion of such Holder's Registrable Securities Stock in the underwriting underwritten offering to the extent provided hereinin this Section 2. All Holders proposing to distribute their Registrable Securities Stock through such underwriting underwritten offering shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Requesting Holders and shall be approved by the Company, which approval shall not be unreasonably withheld; PROVIDED, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders; and PROVIDED FURTHER, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the Company and reasonably acceptable to such Holders participating in such a Demand Registrationunderwriter. (c) The Company is obligated Notwithstanding any other provision of this Section 2 to effect only one Demand Registration the contrary, if the managing underwriter of an underwritten offering of the Registrable Stock requested to be registered pursuant to this Section 2 advises the Requesting Holders in writing that in its opinion marketing factors require a limitation of this Agreement regardless the number of whether shares to be underwritten, the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by Requesting Holders shall so advise all Holders of Registrable Stock that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Stock that may be included in such registration statement without cutback or reduction. In underwritten offering shall be allocated among all such Holders, including the event Requesting Holders, in proportion (as nearly as practicable) to the Company breaches its obligation amount of the preceding sentences, any Holder of a Registrable Security which was Stock requested to have been be included in such registration statement but was not by each Holder at the time of filing the registration statement; PROVIDED, that in the event of such limitation of the number of shares of Registrable Stock to be underwritten, the Holders shall be entitled to a second Demand Registration for an additional demand registration pursuant to this Section 2. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such excluded Holder may elect to withdraw by written notice to the Company, the managing underwriter and the Requesting Holders. The securities and so withdrawn shall also be withdrawn from registration. (d) Notwithstanding any provision of this Agreement to the contrary, the Company shall keep not be required to effect a registration pursuant to this Section 2 during the period starting with the fourteenth (14th) day immediately preceding the date of an anticipated filing by the Company of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to a public offering of securities for account of the Company; PROVIDED, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective; and PROVIDED FURTHER, that the Company's estimate of the date of filing such registration statement shall be made in good faith. (e) The Company shall be obligated to effect and pay for a total of only one (1) registration pursuant to this Section 2, unless the number of demand registrations permitted shall be increased as provided in Section 2(c) hereof; PROVIDED, that a registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2(e), unless (i) it has been declared effective as by the Commission, (ii) if it is a shelf registration, it has remained effective for the period set forth in Section 3(b), (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Commission (other than any such action prompted by any act or omission of the Holders), and (iv) no limitation of the number of shares of Registrable Stock to be underwritten has been required by this Agreementpursuant to Section 2(c) hereof.

Demand Registration. (a) At Commencing immediately upon the date of Closing (as defined in the Placement Agreement), any time after Terra Silex's fully funding the Third Traunche Funding, Requesting Holders may make a Holder of Registrable Securities with a market value of not less than $500,000 may notify written request to the Company in writing (specifying that it demands is being made pursuant to this Section 2) that the Company file a registration statement under the 1933 Act covering (or a similar document pursuant to any other statute then in effect corresponding to the 1933 Xxx) xxvering the registration of all of the Holder's Registrable SecuritiesStock. Within ten days of receipt of In such noticeevent, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement (x) within ten (10) days thereafter notify in writing all other Holders of receipt Registrable Stock of the Company's notice. The Company shall, subject to the limitations of subsection 2(b), effect as soon as practicablesuch request, and in any event within 120 days of (y) use its best efforts to cause to be registered under the receipt of a Holder's request, a registration of 1933 Act all Registrable Securities which Stock that the HolderRequesting Holders and such other Holders have, or Holders have within forty-five (45) days after the Company has given such notice, requested be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Requesting Holders intend to distribute the Registrable Securities Stock covered by his/her/its their request by means of an underwritingunderwritten offering, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to Section 2(a2.(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2.(a) above. In such event, the Holder's right of any Holder to include his/her/its Registrable Securities Stock in such registration shall be conditioned upon such Holder's participation in such underwriting underwritten offering and the inclusion of such Holder's Registrable Securities Stock in the underwriting underwritten offering to the extent provided hereinin this Section 2. All Holders proposing to distribute their Registrable Securities Stock through such underwriting underwritten offering shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Requesting Holders and shall be approved by the Company, which approval shall not be unreasonably withheld; provided, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders; and provided further, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the Company and reasonably acceptable to such Holders participating in such a Demand Registrationunderwriter. (c) The Company is obligated Notwithstanding any other provision of this Section 2 to effect only one Demand Registration the contrary, if the managing underwriter of an underwritten offering of the Registrable Stock requested to be registered pursuant to this Section 2 advises the Requesting Holders in writing that in its opinion marketing factors require a limitation of this Agreement regardless the number of whether shares to be underwritten, the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by Requesting Holders shall so advise all Holders of Registrable Stock that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Stock that may be included in such registration statement without cutback or reduction. In underwritten offering shall be allocated among all such Holders, including the event Requesting Holders, in proportion (as nearly as practicable) to the Company breaches its obligation amount of the preceding sentences, any Holder of a Registrable Security which was Stock requested to have been be included in such registration statement but was not by each Holder at the time of filing the registration statement; provided, that in the event of such limitation of the number of shares of Registrable Stock to be underwritten, the Holders shall be entitled to a second Demand Registration for an additional demand registration pursuant to this Section 2. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such excluded Holder may elect to withdraw by written notice to the Company, the managing underwriter and the Requesting Holders. The securities and so withdrawn shall also be withdrawn from registration. (d) Notwithstanding any provision of this Agreement to the contrary, the Company shall keep not be required to effect a registration pursuant to this Section 2 during the period starting with the fourteenth (14th) day immediately preceding the date of an anticipated filing by the Company of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company; provided, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective; and provided further, that the Company's estimate of the date of filing such registration statement shall be made in good faith. (e) The Company shall be obligated to effect and pay for a total of only two (2) registrations pursuant to this Section 2, unless increased pursuant to Section 2.(c) hereof; provided, that a registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2.(e), unless (i) it has been declared effective as by the Commission, (ii) if it is a shelf registration, it has remained effective for the period set forth in Section 3.(b), (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Commission (other than any such action prompted by any act or omission of the Holders), and (iv) no limitation of the number of shares of Registrable Stock to be underwritten has been required by this Agreementpursuant to Section 2.(c) hereof.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Investors holding at least thirty percent (30%) of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding and held by the Company in writing that it demands Investors (the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of all or any portion of the Holder's Registrable Securities. Within Securities then outstanding having an aggregate offering price, after deduction of underwriting discounts and commissions, of at least $10,000,000, then the Company shall, within ten (10) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to the Holders of a majority of the Registrable Securities held by all Initiating Holders). If the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders) or in such a Demand Registrationother proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration by the Investors shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the five year anniversary of the date of this Agreement, or (B) six (6) months following the effective date of the registration statement of the Qualified Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to Company-initiated registration (or such longer period as may be determined pursuant to Section 2 of this Agreement regardless of whether 2.11 hereof); provided, that the Holder has elected Company makes reasonable good faith efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback or reduction. In the event to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company breaches its obligation gives notice to the Holders of the preceding sentencesCompany’s intention to file a registration statement for its Qualified Offering within ninety (90) days, any Holder of a Registrable Security which was provided, that the Company is actively employing in good faith commercially reasonable efforts to have been included in cause such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and become effective; (v) if the Company shall keep furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such registration statement effective to be effected at such time, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; (vii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by this Agreementthe Securities Act; (viii) if the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (ix) if the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (c)(viii) above to firmly underwrite the offer.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of more than thirty percent (30%) of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (the Company in writing that it demands "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities having an aggregate offering price to the public in excess of $15,000,000 (a "Qualified Public Offering"), then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect use its best efforts to effect, as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that the Holder, or Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/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 Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the second anniversary of the date of this Agreement; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date of filing of, and ending on the date one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company's intention to make its Initial Offering within ninety (90) days; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2, a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in shareholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled to a second Demand Registration for such excluded securities and exercised by the Company shall keep such registration statement effective as required by this Agreementnot more than twice in any twelve (12) month period.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.1, a Holder of Registrable Securities with a market value of not less than $500,000 may notify if the Company in writing that it demands shall receive a written request from the Holders of a majority of the Series D Preferred Stock (including holders of a majority of Common Stock issued upon conversion of the Series D Preferred Stock) Then Outstanding (the "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of all or a portion of the Holder's Registrable Securities. Within ten Securities at any time after six months following the date hereof, then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.1, effect use its best efforts to effect, as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that the Holder, or Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above2.1 and the Company shall include such information in the written notice referred to in Section 2.1(a). In such event, the right of any Holder to include his/her/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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of 2.1 if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a PRO RATA basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. (c) The Company is obligated to effect only one Demand Registration pursuant to Holders shall have no more than two demand registrations under this Section 2 of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreement2.1.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all a majority of the Holder's Registrable Securities. Within ten days Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of receipt of such noticeunderwriting discounts and commissions, would exceed $10,000,000), then the Company shall use commercially reasonable efforts to, within 30 days of the receipt thereof, give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2 of this Agreement regardless of whether 2.11 hereof); provided that the Holder has elected Company makes reasonable good faith efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback or reduction. In to become effective; (iv) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within 90 days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than 90 days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 1.2, if the Company shall receive a Holder written request from either the Investor or Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (in either case, the Company in writing that it demands "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities then outstanding such that the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000 (a "Qualified Public Offering"), then the Company shall, within ten (10) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 1.2, effect use its best efforts to effect, as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities that the Holders request to be registered; provided that the Company shall file the registration statement no later than thirty (30) days following receipt of such notice. Such registration statement may be filed on any appropriate registration form for which the Holder, or Company is then eligible (including Form S-3) that contemplated an offering of the type proposed by the Initiating Holders have requested be in the request made part of such registration statement ("Demand Registration")pursuant to the Section 1.2. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a1.2 or any request pursuant to Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.2(a) aboveor Section 1.4(a), as applicable. In such event, the right of any Holder to include his/her/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 to the extent provided herein. All The Company and all Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2 or Section 1.4, if the underwriter advises the Company that marketing factors require a limitation of the number of shares to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated on a pro rata basis based on the total number of Registrable Securities held by all such Holders participating in Holders. Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2 1.2: (i) prior to December 31, 2001; (ii) after the Company has effected three (3) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (iii) during the period starting 30 days prior to the date of this Agreement regardless filing of, and ending on the date ninety (90) days following the effective date of whether the Holder has elected registration statement pertaining to exercise all a public offering of its Stock Rights. The securities by the Company; provided that the Company agrees makes reasonable good faith efforts to include all Registrable Securities held by all Holders in cause such registration statement without cutback or reduction. In the event to become effective; or (iv) if the Company breaches its obligation shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the preceding sentencesBoard or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, any Holder of a Registrable Security which was it would be seriously detrimental to have been included in the Company and its shareholders for such registration statement but was not shall to be entitled effected at such time (it being acknowledged that the Investor's decision to a second Demand Registration for such excluded securities sell or any direct or perceived impact of that decision on any related business or commercial relationships between the Investor and the Company shall keep not be deemed seriously detrimental within the meaning of this provision), in which event the Company shall have the right to defer such registration statement effective as required filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request shall not be exercised by this Agreementthe Company more than once in any twelve (12) month period.

Demand Registration. (a) At Subject to the conditions of this Section 1.2, at any time and from time to time following the date that is one hundred eighty (180) days after Terra Silex's fully funding the Third Traunche Fundingconsummation of the Initial Offering, if the Company shall receive a Holder written request from the Holders of at least thirty percent (30%) of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering such that the registration anticipated aggregate offering price, net of all underwriting discounts and commissions, would constitute a Qualified IPO (each, a “Demand Registration”), then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 1.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a1.2 or any request pursuant to Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.2(a) aboveor Section 1.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2 or Section 1.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 1.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 1.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 1.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 1.2 a certificate signed by the Chairman of whether the Holder has elected Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 1.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding the Third Traunche FundingSection 2.1 If Newco shall receive a written request from Sprint, or if Sprint is not a Holder at such time, from Holders who in the aggregate hold a majority of the Registrable Securities with a market value of not less than $500,000 may notify (in either case, collectively, the Company in writing "Initiating Holders") that it demands that the Company Newco file a registration statement Registration Statement under the Securities Act covering the registration of any or all of the such Holder's Registrable Securities. Within ten , then Newco shall (i) within 10 days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the outstanding Registrable Securities owned known to Newco and to any additional addressees provided to Newco by them included in such a registration statement within ten any transferee of any Holder, and (10ii) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b)contained in this Article 2, effect as soon as practicable, practicable and in any event within 120 45 days of the receipt of a Holder's such request, a file the Registration Statement to effect registration of under the Securities Act covering all Registrable Securities for which Newco receives a request from the HolderHolders and transferees thereof within 30 days of the delivery of the notice by Newco as required in clause (i) above. Newco, or Holders have however, shall not be required to file a Registration Statement pursuant to this Article 2 unless the aggregate number of Registrable Securities requested to be made part of such registration statement registered is greater than 750,000 ("Demand Registration"as adjusted to reflect stock splits, reverse stock splits, stock dividends and similar actions). (b) Section 2.2 If a an Initiating Holder whose shares are included in the Demand Registration intends to distribute the Registrable Securities covered by his/her/its request by means of an underwriting, he/she /it it shall so advise the Company Newco as a part of his/her/its request made pursuant to Section 2(a) above2.1 and Newco shall include such information in the written notice to the Holders referred to in Section 2.1. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such the underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their sell Registrable Securities through such underwriting shall (together with the Company Newco as provided in Section 64.1(ix) of this Agreement and any other holder of shares of Common Stock permitted to participate in such registration pursuant to this Section 2.2) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Initiating Holder(s) (provided the same are underwriters of recognized national standing, and reasonably acceptable provided that such selection is subject to the approval of Newco, which shall not be unreasonably withheld) upon the terms and conditions agreed upon among Newco, the Initiating Holder(s) and such underwriter(s). Notwithstanding any other provision of this Article 2, if the underwriter(s) advise the Initiating Holder(s) and Newco in writing that marketing or other factors require a limitation of the number of Registrable Securities to be underwritten, then Newco shall so advise all Holders participating of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holder(s), in proportion (as nearly as practicable) to the number of Registrable Securities which each Holder requested to be included in such a Demand Registration. (c) The Company is obligated to effect only one Demand Registration pursuant to Section 2 registration; provided, that there shall be no reduction in the number of this Agreement regardless shares included in the registration by Sprint or its successor until all shares of whether Holders other than Sprint or its successor have been excluded from such registration. If the Holder has elected to exercise all number of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders to be underwritten has not been so limited, Newco may include shares of Common Stock for its own account (or for the account of other shareholders) in such registration statement without cutback or reduction. In if the event underwriter(s) so agree and to the Company breaches its obligation extent that, in the opinion of such underwriter(s), the inclusion of such additional shares will not adversely affect the offering and successful marketing of the preceding sentences, any Holder Registrable Securities included in such registration and if the number of a Registrable Security which was to Securities that would otherwise have been included in such registration statement but was and underwriting will not thereby be limited. Section 2.3 Newco shall not be entitled obligated to effect a second Demand total of more than four (4) registrations and shall not be obligated to cause any registration pursuant to this Article 2 to be declared effective unless at least nine months have elapsed since the prior Registration for such excluded securities and the Company shall keep such registration statement effective as required by this AgreementStatement filed pursuant to Article II ceased to be effective.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least twenty percent (20%) of the Holder's Registrable Securities. Within ten days Securities then outstanding (so long as the anticipated aggregate offering price, net of receipt of such noticeunderwriting discounts and commissions, would exceed $40,000,000), then the Company shall use its best efforts, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect as soon as practicableto effect, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the Company’s Initial Offering (or such longer period as may be determined pursuant to Section 2 of this Agreement regardless of whether 2.11 hereof), other than pursuant to a Special Registration Statement; provided that the Holder has elected Company makes reasonable good faith efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback or reduction. In to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, a Holder of Registrable Securities with a market value of not less than $500,000 may notify if the Company in writing that it demands shall receive a written request from any of the GA Holder, the Benchmark Holder or the Housatonic Holder as a group, acting through its designee (such requesting Holder, the “Initiating Holder”) that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities (a “Demand Registration”) with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $10,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a the Initiating Holder whose shares are included in the Demand Registration intends to distribute the Registrable Securities covered by his/her/its request by means of an underwriting, he/she /it it shall so advise the Company as a part of his/her/its request made pursuant to this Section 2(a) above2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a). In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Initiating Holder (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company that the aggregate amount of such Holders participating Registrable Securities requested to be included in such offering is sufficiently large to have a Demand Registrationmaterial adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration, first as to the Company, second as to the Holders (including the Initiating Holder) who requested to participate in such registration (as a group, if applicable), pro rata within each group based on the number of Registrable Securities owned by each such Holder. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such 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 or the Affiliates of such Holder 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 is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2 2.2 for any Holder: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement regardless or (B) of whether the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) for each of the GA Holder, the Benchmark Holder and the Housatonic Holder, after the Company has elected effected two (2) registrations for such Initiating Holder pursuant to exercise all this Section 2.2, and such registrations have been declared or ordered effective and remain continuously effective for the lesser of its Stock Rights. The Company agrees to include (i) the period during which all Registrable Securities held by all Holders registered in such registration are sold and (ii) 120 days; provided, that (x) after such registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder has not been interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holder and such interference is not thereafter eliminated and (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration are satisfied or waived, unless any failure of such conditions to be satisfied or waived is by reason of a failure by the Initiating Holder. (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement without cutback or reduction. In the event pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was makes reasonable good faith efforts to have been included in cause such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and become effective; (iv) if the Company shall keep furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that (i) in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement effective as to be effected at such time or (ii) the Company intends to file a registration statement for a public offering within ninety (90) days other than pursuant to a Special Registration Statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holder; provided that the Company’s right to delay either a Demand Registration under this Section 2.2(c)(iv), a S-3 Registration under Section 2.4(c)(iv) or to institute a Suspension Period under Section 2.6(a) shall be exercised not more than once in any twelve (12) month period and in the aggregate shall not be in effect for more than ninety (90) days in any three hundred and sixty five (365) day period; or (v) in any particular jurisdiction in which the Company would be required by this Agreementto qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all a majority of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $30,000,000), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on the date one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2 a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would reasonably be expected to exercise all have a material adverse effect on any proposal or plan by the Company or any of its Stock Rights. The subsidiaries to engage in any financing, sale, acquisition of assets or stock (other than in the ordinary course of business); any merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or require the Company agrees to include all Registrable disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company and its subsidiaries; or render the Company unable to comply with the requirements under the Securities held by all Holders in Act, the Exchange Act, and the rules and regulations promulgated thereunder, for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentencesrequest of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; provided further that in such event, the Initiating Holders shall be entitled to withdraw such request and, if such request is withdrawn, such request for registration shall not count as one of the permitted demand registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; (vii) in any Holder particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (viii) if the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company). (d) The Company shall not include in any registration statement requested under this Section 2.2 any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Security which was Securities included in such registration, unless 100% of the Registrable Securities requested to have been be included in such registration statement but was not shall are so included. If a registration requested hereunder is an underwritten offering and the managing underwriters or placement agent advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be entitled included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, in an orderly manner in such offering within a price range acceptable to the holders of a second Demand Registration for such excluded securities and majority of the Registrable Securities initially requesting registration, the Company shall keep include in such registration statement effective as required by this Agreement.prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters can

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of at least seventy-five percent (75%) of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities then outstanding with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided that the number of Registrable Securities held by the Holders to be included in such a Demand Registrationunderwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement regardless or (B) the expiration of whether the Holder restrictions on transfer set forth in Section 2.11 following a Demand Offering; (ii) after the Company has elected effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; provided that, a registration shall not be counted as “effected” if, as a result of an exercise all of its Stock Rights. The Company agrees to include all the underwriter’s cutback provisions hereunder fewer than fifty percent (50%) of the total number of Registrable Securities held by all that Holders in such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was have requested to have been be included in such registration statement but was not shall be entitled are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a second Demand public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days of receipt of such excluded securities written request and 90 days after the effective date of such registration statement, provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (v) if the Company shall keep furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement effective as to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required by this Agreementto qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) At Subject to the conditions of this Section 2.2, if the Company shall receive at any time after Terra Silex's fully funding the Third Traunche FundingApril 1, 1998, a Holder of Registrable Securities with a market value of not less than $500,000 may notify written request from the Company in writing that it demands Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities, then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(bSection 2.2(b), effect effect, as soon as practicable, and in any event within 120 days the registration under the Securities Act of at least 25% of the receipt of a Holder's request, a registration of all Registrable Securities which held by such Initiating Holder on a pro rata basis; provided, however, that the Holder, or Holders have requested be made part Company may register less than 25% of such registration statement ("Demand Registration")Registrable Securities if the anticipated aggregate offering price, net of underwriting discounts and commissions, exceeds $5,000,000. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a). In such event, the right of any Holder to include his/her/its 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 Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the holders of registrable securities on a pro rata basis based on the number of registrable securities held by all holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such Holders participating in such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is shall not be obligated to effect only one Demand Registration more than two (2) registrations pursuant to this Section 2.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company no more than once in any one-year period. (e) All expenses incurred in connection with a registration pursuant to this Section 2.2 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata with respect to their included shares), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 2.2 if the registration request is subsequently withdrawn, unless the withdrawal of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held registration request results from either (a) intentional actions by all Holders in such registration statement without cutback or reduction. In the event the Company breaches its obligation outside the normal course of business that materially reduce the feasibility of the preceding sentencesregistration proceeding, any Holder or (b) the discovery of a Registrable Security which was to have been included in such registration statement but information about the Company that was not known at the time of the Initiating Holders' request made pursuant to Section 2.2(a), and such information materially reduces the feasibility of the registration proceeding. If the Company is required to pay the registration expenses pursuant to this Section 2.2(e)(a) or (b), then the Holders shall be entitled not forfeit their rights pursuant to this Section 2.2 to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementdemand registration.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of at least forty percent (40%) of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all the Registrable Securities then outstanding with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $7,500,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect use commercially reasonable efforts to effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration shall be conditioned upon such Holder's participation ’s participation. in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company and reasonably acceptable a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2, a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled to a second Demand Registration for such excluded securities exercised by the Company not more than once in any twelve (12) month period and provided further that the Company shall keep not register any securities for the account of itself or any other stockholder during such registration statement effective as 120 day period, other than a Special Registration Statement; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required by this Agreementto qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) At If the Company shall receive, any time and from time to time on or after Terra Silex's fully funding the Third Traunche Fundingdate hereof, a Holder written request from the Holders of 25% of the Registrable Securities with a market value of not less than $500,000 may notify the Company in writing that it demands then outstanding that the Company file a registration statement under the Act covering Securities Act, then the registration of all Company shall, within ten (10) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company and shall, subject to the limitations of subsection 2(b2.1(b) and 2.1(d), use its best efforts to effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or Holders have requested request in writing to be made part registered within twenty (20) days of the mailing of such registration statement ("Demand Registration")notice by the Company. (b) If a Holder whose shares are included in the Demand Registration intends Holders initiating the registration request hereunder ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and reasonably approved by the Company. In such event, the right of any Holder to include his/her/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 Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6subsection 2.4(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 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. The Company shall have the right to include securities for its own account in such registration, if permitted by the Company registration form to be filed and reasonably acceptable to the underwriter so agrees, but only if such Holders participating in such a Demand Registrationinclusion will not limit the number of securites offered by the Holders. (c) The Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (d) In addition and without limitation of Section 2.11 hereof, the Company shall not be obligated to effect only one Demand Registration effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) After the Company has effected two registrations pursuant to Section 2 2.1 and such registrations have been declared or ordered effective; (ii) During the ninety (90) day period prior to the Company's good faith estimate of this Agreement regardless the date of whether filing of a registration subject to Section 2.2 hereof; provided that the Holder has elected Company (i) is using its best efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback to become effective and (ii) provides written notice of such proposed filing to the Holders within thirty (30) days after receipt of the written request from the Holders pursuant to Section 2.1(a); or (iii) If the Initiating Holders proposed to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 (or reduction. In any successor form that provides for short-form registration) pursuant to a request made pursuant to Section 2.3 below; or (iv) If the event Holders, together with the holders of any other securities of the Company breaches its obligation entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $100,000; or (v) If the Company has, within the six (6) month period preceding sentencesthe date of such request, any Holder of a Registrable Security which was effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.1 that have been included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementdeclared or ordered effective.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company receives a Holder written request from Holders of at least seventy percent (70%) of the then outstanding Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering for the registration of all sale of the Holder's Registrable Securities. Within ten days of receipt of such notice, then the Company shall shall, within fifteen (15) days after the receipt thereof, give written notice of such request to all holders of Preferred Stock other than the Initiating Holders of Registrable Securities(the “Demand Notice”), should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shalland, subject to the limitations of subsection 2(b)this Section 2.2, effect use its commercially reasonable efforts to effect, as soon promptly as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities owned by the Initiating Holders that the Initiating Holders request to be registered and all Registrable Securities owned by any other Holder which notifies the HolderCompany in writing, within thirty (30) days after receipt of the Demand Notice, that it intends to participate in the demand registration contemplated herein (such notification to include the number of Registrable Securities sought to be included and the intended method or Holders have requested be made part methods of distribution for such registration statement ("Demand Registration"Registrable Securities), subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the Demand Notice or the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for by a majority in interest of the Initiating Holders. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holders’ title to Registrable Securities and any written information provided by the Holder to the Company expressly for inclusion in the related registration statement. All such selections shall be subject to the reasonable approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and reasonably acceptable to the number of shares that may be included in the underwriting and registration shall be allocated among the Holders on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders). The number of shares of Registrable Securities to be included in such a Demand Registrationany underwriting and registration covered by this Section 2.2 shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from any underwriting pursuant to this Section 2.2(b) shall be withdrawn from the registration. (c) The Notwithstanding the foregoing, if the Company is obligated shall furnish to effect only one Demand Registration pursuant the Initiating Holders, a certificate signed by the CEO stating that in the good faith judgment of the Board, it would be materially detrimental to Section 2 of this Agreement regardless of whether the Holder has elected to exercise all of Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback to be filed because such action (i) materially interferes with a significant acquisition, corporate reorganization, or reduction. In other similar transaction involving the event Company, (ii) would require premature disclosure of material information that the Company breaches its obligation has a bona fide business purpose for preserving as confidential or (iii) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentencesrequest of the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in any Holder twelve (12)-month period. (d) The Company shall not be required to effect a registration pursuant to this Section 2.2.: (i) at any time prior to six months after the Company’s Initial Offering (ii) after the Company has effected two registrations initiated by the Holders pursuant to this Section 2.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of a Company-initiated registration hereof; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration to become effective. (e) For purposes of this Section 2.2, a registration shall not be counted as “effected” if, as a result of the operation of Section 2.2(b), fewer than fifty percent (50%) of the total number of Registrable Security which was Securities that Holders have requested to have been be included in such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementare actually included.

Demand Registration. (a) At Subject to the conditions of this Section 2.2, at any time following the date that is 180 days after Terra Silex's fully funding the Third Traunche FundingCompany’s Qualified Initial Public Offering, the Holders of a Holder majority of the Registrable Securities with a market value of not less than $500,000 (the “Initiating Holders”) may notify the Company request in writing that it demands (the “Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of all at least 20% of the Holder's Registrable SecuritiesSecurities then outstanding and having an aggregate price to the public of not less than $20,000,000. Within ten days The Demand Notice shall set forth the number of receipt of Registrable Securities owned by the Initiating Holders to be included in the registration statement. In such noticeevent, the Company shall shall: (i) within 30 days of the receipt of the Demand Request, give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give (the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten “Demand Notice”); (10ii) days of receipt of the Company's notice. The Company shall, subject to the limitations of subsection 2(b)set forth in this Section 2.2, effect file, as soon as reasonably practicable, and in any event within 120 days of the receipt of a Holder's request, a registration of all statement under the Securities Act covering the Registrable Securities specified by the Initiating Holders in the Demand Request and such other Registrable Securities with respect to which the Holder, or Holders have requested be made part of Company has received written requests for inclusion within such registration statement within 15 days after the Company has given the Demand Notice; and ("Demand Registration")iii) use its commercially reasonable efforts to cause the registration statement to be declared effective. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its request their Demand Request by means of an underwritingunderwritten offering, he/she /it they shall so advise the Company as a part of his/her/its request made pursuant to Section 2(a) abovein the Demand Request, and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities through securities by means of such underwriting underwritten offering shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the an underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to the Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders; provided, however, that the Company shall first exclude all other securities of the Company and of stockholders other than the Holders participating in from the underwriting and registration before it reduces the number of Registrable Securities requested by the Holders. Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one a registration pursuant to this Section 2.2: (i) after the Company has effected two registrations pursuant to this Section 2.2, and, subject to Section 2.5, such registrations have been declared or ordered effective; (ii) during the period starting with the date that is 30 days prior to the filing of and ending on the date 180 days following the effective date of, a registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement relating to an employee benefit plan; (iii) if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than 120 days following receipt of the Demand Registration Request; (iv) if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company that it intends to engage in a registered public offering pursuant to Section 2 2.3 within 90 days following receipt of this Agreement regardless of whether the Holder has elected Demand Request; provided that the Company is actively employing in good faith all reasonable efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in file and cause such registration statement without cutback or reduction. In to become effective, or (v) if the event the Company breaches its obligation Initiating Holders propose to dispose of the preceding sentences, any Holder of a Registrable Security which was to have been included in such registration statement but was not shall Securities that may be entitled immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementrequest made pursuant to Section 2.4 below.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least a majority of the Holder's Registrable Securities. Within ten Securities then outstanding, then the Company shall, within 30 days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablepossible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless such underwriting and registration does not include shares of any other selling stockholders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand Registration a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2 of this Agreement regardless of whether 2.11 hereof); provided that the Holder has elected Company makes reasonable good faith efforts to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in cause such registration statement without cutback or reduction. In to become effective; (iv) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within 90 days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than 90 days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At If at any time after Terra Silex's fully funding the Third Traunche Fundingearliest of (i) the first anniversary of the Closing Date, (ii) the closing of a Holder Qualified Public Offering, or (iii) the average daily trading volume of Registrable Securities with a market value the shares of not less than $500,000 may notify Common Stock exceeds 10,000 shares (as adjusted for stock splits, stock combinations or similar events) for ten consecutive Trading Days, the Company in writing that it demands shall receive a written Investor Request that the Company file a registration statement under the Act covering Securities Act, then the registration of all Company shall, within ten (10) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shalland, subject to the limitations of subsection 2(b)Section 3(b) below, effect shall file (as soon expeditiously as practicable, and in any event within 120 days of prior to the receipt of a Holder's requestapplicable Filing Date) and use its best efforts to cause to become effective no later than the applicable Required Effectiveness Date, a registration of Registration Statement under the Securities Act with respect to all Registrable Securities which the Holder, or Holders have requested request to be made part registered within twenty (20) days of the mailing of such registration statement ("Demand Registration")notice by the Company in accordance with Section 13(g) below. (b) If a Holder whose shares are included in the Demand Registration intends Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a) above3 and the Company shall include such information in the written notice referred to in Section 3(a). In such event, the right of any Holder to include his/her/its such Holder’s Registrable Securities in such registration 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 to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting, which underwriter shall be reasonably acceptable to the Company. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 65(m)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; 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 this Section 3, if the underwriter advises a Holder that marketing factors require a limitation of the number of shares to be underwritten, then the Holder shall so advise the Company and reasonably acceptable the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a Demand Registrationreduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. (c) The Company is shall be obligated to effect only one Demand Registration two (2) registrations (and, in each case, only if such registration would include Registrable Securities with an aggregate value of at least five million dollars ($5,000,000), calculated using the stated offering price disclosed on the cover of the final prospectus covering such Registrable Securities) pursuant to an Investor Request under this Section 2 3 (an offering which is not consummated shall not be counted for this purpose unless such offering is withdrawn at the request of a majority in interest of the Holders participating in such Investor Request). (d) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a Registration Statement pursuant to this Agreement regardless Section 3, a certificate signed by the chief executive officer or chief financial officer of whether the Holder has elected Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the event the Company breaches its obligation of the preceding sentences, any Holder to be filed by reason of a Registrable Security which was material pending transaction and it is therefore essential to have been included in defer the filing of such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and statement, the Company shall keep have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Investor Request; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. Likewise, the Company shall not be obligated to effect any registration statement effective as required by pursuant to this AgreementSection 3 within one hundred eighty (180) days after the Effective Date of a previous Registration Statement filed pursuant to this Section 3.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of at least forty percent (40%) of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of all Registrable Securities with an anticipated aggregate offering price, net of the Holder's Registrable Securities. Within ten days underwriting discounts and commissions, of receipt of such noticeat least one million dollars ($1.000,000.00) (a "Qualified Public Offering"), then the Company shall shall, within thirty (30) days after the receipt thereof, give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect use its best efforts to effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that the Holder, or Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 hereof and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a) hereof, as applicable. In such event, the right of any Holder to include his/her/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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form (subject to the last two sentences of this paragraph) with the underwriter or underwriters selected for such underwriting by the Company and Initiating Holders holding at least a majority of the Registrable Securities then outstanding held by the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4 hereof, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. All of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters included in each such underwriting agreement shall also be made to and for the benefit of such Holders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders. The Company shall use its reasonable efforts to ensure that no Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities, such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriters. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fourth anniversary of the date of this Agreement or (B) one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a) hereof, the Company gives notice to the Holders of the Company's intention to make its Initial Offering within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2, a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in shareholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any twelve (12) month period; or (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementrequest made pursuant to Section 2.4 below.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of at least 25% of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least 25% of the Holder's Registrable Securities. Within ten Securities then outstanding, then the Company shall, within 10 business days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that all Holders request to be registered in the Holder, or Holders have requested be made part of such registration statement ("Demand Registration")manner specified by the Initiating Holders. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request (the “Covered Registrable Securities”) by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Covered Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Covered Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Covered Registrable Securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Covered Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Covered Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Holders participating in Covered Registrable Securities on a pro rata basis based on the number of Covered Registrable Securities held by all such a Demand RegistrationHolders. Any Covered Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only one Demand a registration pursuant to this Section 2.2: (i) In any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) During the period starting with the date 60 days prior to the Company’s good faith estimated date of filing of, and ending on the date 180 days immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities pursuant to a Special Registration Statement); provided that the Company is actively employing its best efforts to cause such registration statement to become effective; (iii) After the Company has effected two such registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective and pursuant to which at least 51% of the Covered Registrable Securities have been sold or remain sellable; provided, however, that if any such registration statement is terminated or withdrawn at the request of the Holders holding a majority of the outstanding Registrable Securities pursuant to a registration initiated under Section 2.2(a), prior to such registration statement being declared or ordered effective, then the Company shall have been deemed to have effected a registration pursuant to Section 2 2.2(a); provided further, however, that if the Holders holding a majority of this Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all outstanding Registrable Securities held elect to withdraw a registration statement pursuant to Section 2.2(a) as a result of the material adverse change in the business, assets, prospects, or operations of the Company, such registration shall not be counted as a demand for purposes of Section 2.2(a); or (iv) if the Company shall furnish to the Initiating Holders, a certificate signed on behalf of the Board by all Holders the Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement without cutback or reduction. In to be filed and it is therefore essential to defer the filing of such registration statement, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than 90 days (the “Delay Period”) after receipt of the preceding sentencesrequest of the Initiating Holders; provided that, such right to delay a request shall be exercised by the Company no more than twice as to a registration demand under this Section 2.2 in any Holder rolling one-year period; provided further, that the Company may delay any such additional requests pursuant to Section 2.2 received during the Delay Period until the termination of the Delay Period. (d) Except for registration statements on Form S-4 or registrations relating solely to employee benefit plans on Forms S-1 or S-8 or any successors thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a Registrable Security which was notice from the Initiating Holders requesting sale pursuant to have been included in an underwritten offering pursuant to this Section 2.2 until the earlier to occur of (i) 90 days following the effectiveness of such registration statement but was not shall be entitled to a second Demand Registration for such excluded securities and or (ii) the Company shall keep such completion of the Period of Distribution of the registration statement effective as required by this Agreementcontemplated thereby.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority in interest of the Registrable Securities with a market value of not less than $500,000 may notify then outstanding (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least a majority of the Holder's Registrable SecuritiesSecurities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Cdn. Within ten $5,000,000 (a “Qualified Public Offering”)), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which that the Holder, or Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2 2.2(a), the Company gives notice to the Holders of the Company’s intention to make a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2, a certificate signed by the Chairman of whether the Holder has elected Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in shareholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any twelve (12) month period; or (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 or Form F-3 pursuant to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this Agreementrequest made pursuant to Section 2.4 below.

Demand Registration. (a) At Any Purchaser or Strategic Partner may, at any time after Terra Silexconsummation of the Company's fully funding initial public offering of equity securities, request in writing that the Third Traunche FundingCompany cause a registration statement to be filed under the Securities Act (on any Form then available to the Company) with respect to such of its Eligible Securities as it shall specify in such request, a Holder of Registrable Securities with a market value of provided that (i) the gross proceeds from such offering will be or are reasonably expected to be not less than $500,000 may notify the Company 5 million and (ii) such Purchaser or Strategic Partner includes at least 25% of its Eligible Securities in writing that it demands that the Company file a registration statement under the Act covering the registration of all of the Holder's Registrable Securitiesits request. Within ten days of receipt of such notice, the The Company shall promptly give written notice of such request to all the other Holders of Registrable Securities, should there be more than one. The Holders Eligible Securities and afford them the opportunity of including in the requested registration statement such of their Eligible Securities as they shall give specify in a written notice given to the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten thirty (1030) days of after their receipt of the Company's noticenotice of the request for the filing of a registration statement. The Following receipt of such notices, the Company shallshall promptly use its best efforts to cause all Eligible Securities with respect to which Holders shall have so requested registration to be registered under the Securities Act, subject all to the limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 days extent required to permit the sale or other disposition by the Holders of the receipt of a Holder's request, a registration of all Registrable Eligible Securities which so registered in the Holder, or manner specified by such Holders have requested be made part of such registration statement ("Demand Registration")in their notices and pursuant to this Section. (b) If a Holder whose shares are included in The Company shall not be required to file and cause to become effective more than two (2) registration statements at the Demand Registration intends to distribute the Registrable Securities covered by his/her/its request by means of an underwriting, he/she /it shall so advise the Company as a part of his/her/its request made pursuant to Section 2(a) above. In such event, the right demand of any Holder to include his/her/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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Purchaser or Strategic Partner made under this Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to such Holders participating in such a Demand Registration1.2. (c) The Company is obligated If the Holders of the Eligible Securities making such demand propose to effect only one Demand Registration pursuant to Section 2 sell their Eligible Securities in a firm commitment underwriting and the managing underwriter advises such Holders that not all Eligible Securities of this Agreement regardless such Holders can be included in such offering, then the requisite number of whether Eligible Securities shall be excluded from registration on a basis pro rata among the Holder has elected to exercise all Holders of its Stock Rights. The Company agrees to include all Registrable the Eligible Securities requesting such registration on the basis of the number of Eligible Securities held by all Holders each of them. If by virtue of this Section 1.2(c), more than 50% of the Eligible Securities which a Purchaser or Strategic Partner has demanded be registered are excluded from the registration statements then such Purchaser or Strategic Partner shall not be deemed to have exercised a demand registration right under this Section 1.2. (d) Provided the Company has honored its obligations under Section 1.1, no demand registration right granted in this Section may be exercised by any Purchaser or Strategic Partner during any period of time beginning on the date the Company (i) files a registration statement with the Securities and Exchange Commission registering any of its securities for sale to the public or (ii) files a registration statement upon the demand of any other Strategic Partner pursuant to this Section 1.2, and ending on the earlier to occur of (A) 90 days after the date on which such registration statement without cutback is declared effective by the Securities and Exchange Commission or reduction. In otherwise becomes effective, and (B) the event 180th day after the Company breaches its obligation date of such filing. (e) The demand registration rights granted in this Section 1.2 shall expire, if not exercised prior thereto, on the date on which more than 90% of all Eligible Securities (as of the preceding sentences, any Holder date of a Registrable Security which was to this Agreement) shall have been included publicly sold by the Holders thereof in such registration statement but was not shall be entitled a public offering registered under the Securities Act of 1933 or pursuant to a second Demand Registration for such excluded securities and the Company shall keep such registration statement effective as required by this AgreementRule 144 thereunder.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.2, if the Company shall receive a Holder written request from the Holders of a majority of the Registrable Securities with a market value of not less than $500,000 may notify (the Company in writing that it demands “Initiating Holders”) that the Company file a registration statement under the Securities Act covering having an aggregate offering price to the registration public of all not less than ten million dollars ($10,000,000) (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the Holder's Registrable Securities. Within ten days of receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.2, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) aboveor Section 2.4(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such a Demand Registrationunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to one Demand hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective and provided, in the case of a public offering other than the Initial Offering, that the Initiating Holders were permitted to register such shares as requested to be registered pursuant to Section 2 2.3 hereof without reduction by the underwriter thereof; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.2, a certificate signed by the Chairman of whether the Holder has elected Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in stockholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the preceding sentences, any Holder request of the Initiating Holders; provided that such right to delay a Registrable Security which was to have been included in such registration statement but was not request shall be entitled exercised by the Company not more than once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.

Demand Registration. (a) At any time after Terra Silex's fully funding Subject to the Third Traunche Fundingconditions of this Section 2.1, if the Company shall receive a Holder of Registrable Securities with a market value of written request from the Holders who together hold in aggregate not less than $500,000 may notify 25% of the Company in writing that it demands Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all at least 25% of the Holder's Registrable Securities. Within ten Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within thirty (30) days of the receipt of such noticethereof, the Company shall give written notice of such request to all Holders of Registrable SecuritiesHolders, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, and subject to the limitations of subsection 2(b)this Section 2.1, effect effect, as soon expeditiously as practicablereasonably possible, and in any event within 120 days of the receipt of a Holder's request, a registration under the Securities Act of all Registrable Securities which the Holder, or that all Holders have requested request to be made part of such registration statement ("Demand Registration")registered. (b) If a Holder whose shares are included in the Demand Registration intends Initiating Holders intend to distribute the Registrable Securities covered by his/her/its their request by means of an underwriting, he/she /it they shall so advise the Company as a part of his/her/its their request made pursuant to this Section 2(a2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a) aboveor Section 2.3(a), as applicable. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration 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 to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders participating in (including the Initiating Holders. Any Registrable Securities excluded or withdrawn from such a Demand Registrationunderwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 2.1: (i) prior to the date one Demand Registration hundred eighty (180) days following the effective date of the registration statement pertaining to the IPO (or such longer period as may be determined pursuant to Section 2 2.9 hereof); (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; (iii) if, within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement regardless Section 2.1 a certificate signed by the Chairman of whether the Holder has elected Board (or, in the absence of a Chairman of the Board, a lead independent director or director exercising a similar function) stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to exercise all of the Company and its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in shareholders for such registration statement without cutback or reduction. In the to be effected at such time, in which event the Company breaches its obligation shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the preceding sentences, any Holder request of a the Initiating Holders; (v) if the Initiating Holders propose to dispose of shares of Registrable Security which was to have been included in such registration statement but was not shall Securities that may be entitled immediately registered on Form F-3 pursuant to a second Demand Registration for such excluded securities and request made pursuant to Section 2.3 below; or (vi) in any particular jurisdiction in which the Company shall keep would be required to qualify to do business or to execute a general consent to service of process in effecting such registration statement effective as required by this Agreementregistration, qualification or compliance.