Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares at least 62% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”)10,000,000, then the Company shall, within thirty (30) 15 days of the receipt thereof, give written notice of such request to all Holders, and and, subject to the limitations of this Section 2.2, as soon as practicable, and in any event within sixty days after the Company shall use its commercially reasonable efforts date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to effect be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding at least 1,125,000 shares of Registrable Securities, in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Registrable Securities after the date hereof, (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having covering the registration of a number of Registrable Securities resulting in an aggregate offering price to the public anticipated gross proceeds, of not less than at least $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five at least fifty percent (2550%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities then outstanding having an aggregate offering price to the public of not less than at least $5,000,000 (a “Qualified Public Offering”)15,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 which 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of fourth (A4th) the third anniversary of the date of this Agreement, or (B) one 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 ofLockup Period (as defined below), and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining other than pursuant to the Initial Offeringa Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement, within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month period; (viiivi) 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 (ixvii) 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. (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 material adverse change to the Company), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.2.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Requisite Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 the Registrable Securities then outstanding (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.2 , effect, as expeditiously as reasonably possible (and no later than ninety (90) days from the Company shall use its commercially reasonable efforts to effect receipt of the request), the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 which that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be first allocated to the Holders of such Registrable Securities Series C Preferred on a pro rata basis based on the number of Registrable Securities such securities held by all such Holders (including the Initiating Holders); provided, however, that then to the Holders of Series B Preferred on a pro rata basis based on the number of shares such securities held by all such Holders (including the Initiating Holders), then to the Holders of Registrable Securities to be included in Series A Preferred on a pro rata basis based on the number of such underwriting and registration shall not be reduced unless securities held by all other outstanding securities of such Holders (including the Company are first entirely excluded from the underwriting and registrationInitiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to 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 hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after if the first follow-on anticipated aggregate offering price, net of the Company’s Common Stock to the public that is registered under the Securities Act underwriting discounts and follows the Initial Offeringcommission, would be less than $10,000,000; (v) 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 with respect to the for its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board of Directors of the Company (sometimes referred to herein as the “Board”) or 2) a majority of stating that in the then-serving members good faith judgment of the Board stating that in their good faith judgmentof Directors of the Company, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivii) 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 (ixviii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares at least 20% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, is at least $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 which 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 (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 outstanding 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 registration 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to 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, 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 one hundred eighty (180) 180 days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) 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 with respect to the for its Initial Offering within ninety (90) days90 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 so requested to be registered, subject to Section 2.2(b); (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment), it would directly, materially and adversely affect 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 ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request under this Section 2.2(c)(v) (together with the any similar right pursuant to in the case of a registration under Section 2.4(b)(v2.4) shall be exercised by the Company not more than once twice in any twelve (12) -month period; (viiivi) 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 (ixvii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive receives at any time, a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Act covering the registration of at least fifty percent (50%) of the Registrable Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)then outstanding, then the Company shall, : (i) within thirty (30) 10 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall ; (ii) use its commercially all reasonable efforts to effect file as soon as practicable, and in any event within 60 days of the receipt of such request, a registration statement for registration under the Securities Act of all Registrable Securities that which the Holders request to be registered, subject to the limitations of subsection 1.2(b); and (iii) use all reasonable efforts to cause such registration statement to become effective. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 subsection 1.2(a), and the Company shall include such information in the written notice referred to in Section 2.2(a) subsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be an underwriter of regional or Section 2.4(a), as applicablenational standing reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such the registration shall be conditioned upon such Holder’s 's participation in such the underwriting and the inclusion of such Holder’s '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 securities through such the underwriting shall (together with the Company as provided in subsection 1.4(e)) 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)underwriting. Notwithstanding any other provision of this Section 2.2 or Section 2.41.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoto this subsection, and the number of shares of Registrable 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 among all such Holders (Holders, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such the underwriting and registration shall not be reduced unless all other outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedunderwriting. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding the earlier of (A) the third anniversary of the date of this Agreementforegoing, or (B) one 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish furnishes to Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman Chief Executive Officer of the Company stating that the Company is engaged in an offering for itself or others or that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be detrimental to the Company and its stockholders for such a registration statement to be effected at such timefiled and it is therefore necessary to defer the filing of the registration statement, in which event the Company shall have the right to defer such taking action with respect to the filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once in any twelve (12) twelve-month period;. (viiid) 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 would then be filed within six months of the Initiating Holders propose to dispose initial filing of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to an earlier demand registration under this Section 1.2 or a request made pursuant to registration under Section 2.4 below; or (ix) 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 compliance1.9.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request (the “Demand Request”) from the Holders of not less than twenty-five percent (25%) owning at least 66 ⅔% of the then outstanding shares of the Registrable Securities Preferred Stock (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to for the public sale of not less than $5,000,000 the Registrable Securities (a the “Qualified Public OfferingRequested Shares”), then the Company shall, within thirty fifteen (3015) days of after the receipt thereof, give written notice of such request to all Holdersholders of Preferred Shares, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all of the Requested Shares owned by the Initiating Holders and all Registrable Securities owned by any other Holder owning Preferred Shares which notifies the Company in writing, within thirty (30) days after receipt of the Company’s notice contemplated by this paragraph, that it intends to participate in the Holders request demand registration contemplated herein (such notification to include the number of Registrable Securities sought to be registeredincluded and the intended method or methods of distribution for such Registrable Securities), subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request Demand Request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters Holders. All such selections shall be reasonably acceptable 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 the number of shares that may be included in the underwriting and registration shall be allocated to among the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the . The number of shares of Registrable Securities to be included in such any underwriting and registration covered by this Section 2.2 shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such any underwriting pursuant to this Section 2.2(b) shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) 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 CEO of the Company 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 to be filed because such action (i) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (ii) 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 and twenty (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 (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 the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following after the Company’s Initial Offering or (B) July 8, 2012; (ii) during the period starting with the date thirty (30) days prior to the filing of, and ending on a date one hundred twenty (120) days after the effective date of a registration subject to Section 2.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement pertaining to the Initial Offeringbecome effective; (iiiii) after the Company has effected two (2) registrations initiated by the Holders 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable;or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if unless the Registrable Securities proposed to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety have an aggregate offering price of at least Five Million Dollars (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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$5,000,000).

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 at least a majority of the Registrable Securities then outstanding (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 which 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) days following the effective date expiration of the registration statement pertaining to 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 hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the for its Initial Offering Offe1ing within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the board of directors of the Company, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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 (ixvii) 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, unless the Company is already subject to service in such jurisdiction.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from (i) the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities or (ii) TCP with respect to the Warrant Shares (in each case, the “Initiating Holders”) that that, in the case of clause (i) above only, the Company file a registration statement under the Securities Act having an covering the registration of at least a twenty five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (ba) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)) and TCP if TCP includes any of its Registrable Securities in such demand registration. 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 first, to 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 such all other Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (cb) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third first anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining except with respect to the Initial OfferingWarrant 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringan underwritten public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement, within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of stating that in the Company (the “Board”) or 2) a majority of the then-serving members good faith judgment of the Board stating that in their good faith judgmentof Directors of the Company, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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, in which case the Company shall comply with Section 2.4 upon such request; or (ixvii) 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.

Demand Registration. (a) Subject to If at any time after the conditions date of this Section 2.2, if the IR Agreement Company shall receive receives a written request from the Holders of not less than twenty-five percent (25%) of the outstanding Investor that Company file a Form S-1 registration statement with respect to at least 500,000 shares of the Registrable Securities (subject to adjustment for any stock split, stock dividend, recapitalization, reorganization, or the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”like), then the Company shall, as soon as practicable, and in any event within thirty (30) 60 days of after the receipt thereof, give written notice of date such request is given by Investor, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that Investor requested to all Holdersbe registered, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Holders request to be registered2.1(c) and Section 2.1(d). (b) If at any time when it is eligible to use a Form S-3 registration statement, Company receives a request from Investor that Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of Investor, then Company shall, as soon as practicable, and in any event within 30 days after the Initiating Holders intend date such request is given by Investor, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by Investor, subject to the limitations of Section 2.1(c) and Section 2.1(d). (c) If, pursuant to Section 2.1(a) or Section 2.1(b), Investor intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant for registration. The underwriter(s) will be selected by Investor, subject only to this Section 2.2 or any request pursuant to Section 2.4 and the reasonable approval of Company. Investor shall, together with Company shall include such information in the written notice referred to as provided in Section 2.2(a) or Section 2.4(a2.3(e), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters underwriter(s) selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)underwriting. Notwithstanding any other provision of this Section 2.2 or Section 2.42.1(c), if the underwriter advises the Company managing underwriter(s) advise(s) Investor 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 on the number of shares to be underwritten, then the number of Registrable 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 (including the Initiating Holders)so reduced; provided, however, that the number of shares of Registrable Securities held by Investor to be included in such underwriting and registration shall not be reduced unless all other outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedunderwriting. (cd) The Company shall not be required to effect a registration pursuant to this Notwithstanding the obligations set forth in Section 2.2: (i2.1(a) prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one 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 and 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a2.1(b), the if Company gives notice furnishes to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, Investor a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board Company’s chief executive officer stating that in their the good faith judgment, judgment of Company’s board of directors it would directly, be materially and adversely affect the detrimental to Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be effected at required to remain effective, because such timeaction would (i) materially interfere with a significant acquisition, in which event corporate reorganization, or other similar transaction involving Company, (ii) require premature disclosure of material information that Company has a bona fide business purpose for preserving as confidential, or (iii) render Company unable to comply with requirements under the Securities Act or Exchange Act, then Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating HoldersInvestor is given; provided, however, that such Company may not invoke this right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) -month period; (viii) if the Initiating Holders propose to dispose ; and, provided further, that Company shall not register any securities for its own account or that of shares of Registrable Securities that may be immediately registered on Form S-3 any other stockholder during such 90-day period other than pursuant to a request made pursuant to Section 2.4 below; or (ix) 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 compliancean Excluded Registration.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”30,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 which 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary expiration of the date of this Agreement, or (B) one hundred eighty (180) days restrictions on transfer set forth in Section 2.11 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 that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directlyreasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any financing, materially and adversely affect 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 to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company and its stockholders subsidiaries; or render the Company unable to comply with the requirements under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder, 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) 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; (viiivi) 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; (ixvii) 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; 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 Securities included in such registration, unless 100% of the Registrable Securities requested to be included in such registration 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 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 majority of the Registrable Securities initially requesting registration, the Company shall include in such registration 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) Subject to the conditions of this Section 2.2, if If the Company shall receive receives, upon the expiration of six (6) months after the effective date of a QIPO, a written request from the Holders of not less than twenty-five at least thirty percent (2530%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)then outstanding, then the Company shall, within thirty (30) days of after the receipt thereof, give a written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.22.1(b) (Demand Registration), the Company shall use its commercially reasonable best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within twenty (20) days after the mailing of such 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 the Holders initiating the registration request under this Section 2.1 (Demand Registration) (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.1 (Demand Registration) and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a(Demand Registration), as applicable. 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 its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e) (Obligations of the Company)) 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)underwriting. Notwithstanding any other provision of this Section 2.2 or Section 2.42.1 (Demand Registration), if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount of shares Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such 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 number of shares amount of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities other outstanding securities of the Company than Registrable Securities are first entirely excluded from the underwriting underwriting; and registration. Any 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 excluded or withdrawn from included in such underwriting shall be withdrawn from to less than thirty percent (30%) of the registration. A Registrable Securities initially requested for registration statement by the Initiating Holders, such offering shall not be counted if, as a result registration for the purpose of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedsubsection (d)(i). (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding the earlier of (A) the third anniversary of the date of this Agreementforegoing, or (B) one 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish furnishes to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors president or chief executive officer of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred and twenty (90120) days after receipt of the request of from the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once 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, or take any action to effect, any registration pursuant to this Section 2.1 (Demand Registration): (i) after the Company has effected two (2) registrations pursuant to Section 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 the Initiating Holders (other than as a result of a Material Adverse Effect); (viiiii) during the period commencing on the date sixty (60) days prior to 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 reasonable best efforts to cause such registration statement under Section 2.2 (Company Registration) to become effective; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 or Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) in or any particular jurisdiction in which successor form that provides for short-form registration), as 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 compliancecase may be.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request (a “Receipt of Registration Request”) from the Holders of not less than twenty-five percent (25%) of the outstanding shares at a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)the Registrable Securities then outstanding, then the Company shall, within thirty (30) days of the receipt thereofReceipt of Registration Request, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, within ninety (90) days of Receipt of Registration Request, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of at least a majority in interest 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 which 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this AgreementDecember 31, 2022 or (B) one hundred eighty six (1806) days following months after the effective date of the first registration statement pertaining to filed by the Initial OfferingCompany under the Securities Act; (ii) if the anticipated net offering proceeds resulting from the sale of Registrable Securities for such registration are less than $50,000,000; (iii) after the Company has effected two three (23) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iiiiv) 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicable; (iv) prior statement to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offeringbecome effective; (v) 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement, within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect 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 ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month period; (viiivii) 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 (ixviii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 10,000,000 (a “Qualified Public Offering”)), then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible and in any event within sixty (60) days after the Company shall use its commercially reasonable efforts to effect date such request is given by the Initiating Holders, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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; (iiiii) during prior to the period starting with earlier of (A) the third anniversary of the date of filing of, and ending on the date this Agreement or (B) one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (viii) 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 with respect to the for its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiiv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2the Initiating Holders, a certificate signed by 1) the Chairman of the Company’s Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timetime because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or 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 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, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiiv) 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 (ixvi) 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. (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, 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 counted as “effected” for purposes of this Section 2.2. Registrations effected pursuant to this Section 2.2 shall not be counted as demands for registration or registrations effected pursuant to Section 2.4.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than ten million dollars ($5,000,000 10,000,000) (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect 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 soon thereafter as practicablerequested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of stating that in the Company (the “Board”) or 2) a majority of the then-serving members good faith judgment of the Board stating that in their good faith judgmentof Directors of the Company, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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 (ixvii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders holders of not less than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities Preferred Shares, on an as converted to Common Shares basis (the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (all or a “Qualified Public Offering”)portion of the Registrable Securities held by such Initiating Holders, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all of the Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 2.2(a) 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority at least seventy percent (70%) in interest of 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, if the managing underwriter advises or underwriters determine that the Company that marketing factors require a limitation of the proposed number of securities to be underwritten (including Registrable Securities) would adversely affect the marketing of such 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 such underwriting shall be allocated allocated, first, to the Holders of such Registrable Securities (excluding for these purposes, any Junior Registrable Securities) on a pro rata basis based on the number of Registrable Securities (excluding any Junior Registrable Securities) held by all such Holders; and second to the Holders (including of Junior Registrable Securities on a on a pro rata basis based on the Initiating number of Junior 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 outstanding securities of the Company are first entirely excluded from the such underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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) if the aggregate offering price, net of underwriting expenses and discounts, is less than ten million dollars ($10,000,000); (iv) in any particular jurisdiction in which the Company would be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and, in each case, except as may be required under the Securities Act; (v) during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following the effective date of, the of a non-Initial Offering registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be detrimental to the Company and its stockholders shareholders 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 ninety one hundred (90120) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;. (viiid) if A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that may the Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) included 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 complianceregistration statement are actually included.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five at least forty percent (2540%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having covering the registration of the Registrable Securities then outstanding with an anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, of at least $5,000,000 7,500,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation participation. in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall 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 CompanyCompany and 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement, within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 120 day period, other than a Special Registration Statement; (viiivi) 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 (ixvii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twentyat least thirty-five percent (2535%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having covering the registration of Registrable Securities with an anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, that would exceed $5,000,000 (a “Qualified Public Offering”)15,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 which 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 of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); providedsecond, howeverto the Company; and third, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all any other outstanding securities stockholder of the Company are first entirely excluded from the underwriting and registration(other than a Holder) with contractual registration rights, on a pro rata basis. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third fifth anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) days following the effective date expiration of the registration statement pertaining to 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 hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingOffering (or such longer period during which the transfer of securities may be restricted pursuant to Section 2.11 hereof); provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the for its Initial Offering within ninety (90) days; (viv) if during the Registrable Securities period starting sixty (60) days prior to be included in the Company’s good faith estimate of the date of filing of a registration statement could be sold without restriction under SEC Rule 144(kpertaining to a public offering (other than pursuant to a Special Registration Statement) within a ninety and ending on the date one hundred twenty (90120) day period and days following the Company is currently subject to the periodic reporting requirements effective date of Section 12(g) or 15(d) of the Exchange Actsuch registration; (viivi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivii) 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 (ixviii) 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.

Demand Registration. (a) 3.1.1 Subject to the conditions of this Section 2.23.1, if the Company shall receive a written request from the Holders of not less more than twenty-five twenty percent (2520%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act having covering the registration of at least twenty percent (20%) of their Registrable Securities or a lesser percentage if the Registrable Securities to be registered will have an aggregate offering price to the public in excess of not less than $5,000,000 (a “Qualified Public Offering”)2,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.23.1, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 3.1.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable3.1.1. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). Notwithstanding any other provision of this Section 2.2 or Section 2.43.1, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) 3.1.3 The Company shall not be required to effect a registration pursuant to this Section 2.23.1 prior to the earlier of: (i) prior to the earlier of (A) the third anniversary of the date of this AgreementAugust 15, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering;2001; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.23.1, 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 hundred eighty (1801) days year following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable;or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)3.1.1, the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.23.1, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be detrimental to the Company and its stockholders shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once twice in any twelve (12) month one-year period; (viii) 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 (ix) 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.

Demand Registration. (aA) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five thirty percent (2530%) of the outstanding shares of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act having covering the registration of Registrable Securities then outstanding, and such offering provides for an anticipated aggregate offering price to the public price, net of underwriting discounts and commissions, of not less than Twenty Million Dollars ($5,000,000 20,000,000) (a “Qualified Public Offering”"QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.22.2 and the registration procedures set forth in Section 2.7 hereof, the Company shall use its commercially reasonable best efforts to effect the registration effect, as soon as practicable, to register under the Securities Act of all Registrable Securities that the Holders request to be registered. (bB) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (cC) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.2:2.2(a): (iI) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (iiII) after the Company has effected two (2) registrations pursuant to this Section 2.22.2(a), and such registrations have been declared or ordered effective; (iiiIII) 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (vIV) 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 's intention to file a registration statement with respect to the its Initial Offering within ninety (90) daysdays of such Company notice to the Holders; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiV) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiiVI) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares at least a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering all or part of the Registrable Securities (provided that the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, is at least $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of four (4) years from the date of this Agreement, Agreement or (B) one 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) demand 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to of the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the for its Initial Offering within ninety (90) days; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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 (ixvii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive receives, upon the expiration of six (6) months after the effective date of a QIPO, a written request from the Holders of not less than twenty-five at least thirty percent (2530%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)then outstanding, then the Company shall, within thirty (30) days of after the receipt thereof, give a written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.22.1 (b) (Demand Registration), the Company shall use its commercially reasonable best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within twenty (20) days after the mailing of such 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 the Holders initiating the registration request under this Section 2.1 (Demand Registration) (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.1 (Demand Registration) and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a(Demand Registration), as applicable. 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 its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e) (Obligations of the Company)) 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)underwriting. Notwithstanding any other provision of this Section 2.2 or Section 2.42.1 (Demand Registration), if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount of shares Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such 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 number of shares amount of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities other outstanding securities of the Company than Registrable Securities are first entirely excluded from the underwriting underwriting; and registration. Any 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 excluded or withdrawn from included in such underwriting shall be withdrawn from to less than thirty percent (30%) of the registration. A Registrable Securities initially requested for registration statement by the Initiating Holders, such offering shall not be counted if, as a result registration for the purpose of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedsubsection (d)(i). (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding the earlier of (A) the third anniversary of the date of this Agreementforegoing, or (B) one 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish furnishes to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors president or chief executive officer of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred and twenty (90120) days after receipt of the request of from the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once 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, or take any action to effect, any registration pursuant to this Section 2.1 (Demand Registration): (i) after the Company has effected two (2) registrations pursuant to Section 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 the Initiating Holders (other than as a result of a Material Adverse Effect); (viiiii) during the period commencing on the date sixty (60) days prior to 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 reasonable best efforts to cause such registration statement under Section 2.2 (Company Registration) to become effective; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 or Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) in or any particular jurisdiction in which successor form that provides for short-form registration), as 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 compliancecase may be.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive receives, upon the expiration of six (6) months after the effective date of a QIPO, a written request from the Holders of not less than twenty-five at least thirty percent (2530%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)then outstanding, then the Company shall, within thirty (30) days of after the receipt thereof, give a written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.22.1(b) (Demand Registration), the Company shall use its commercially reasonable best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within twenty (20) days after the mailing of such 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 the Holders initiating the registration request under this Section 2.1 (Demand Registration) (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.1 (Demand Registration) and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a(Demand Registration), as applicable. 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 its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e) (Obligations of the Company)) 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)underwriting. Notwithstanding any other provision of this Section 2.2 or Section 2.42.1 (Demand Registration), if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount of shares Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such 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 number of shares amount of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities other outstanding securities of the Company than Registrable Securities are first entirely excluded from the underwriting underwriting; and registration. Any 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 excluded or withdrawn from included in such underwriting shall be withdrawn from to less than thirty percent (30%) of the registration. A Registrable Securities initially requested for registration statement by the Initiating Holders, such offering shall not be counted if, as a result registration for the purpose of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedsubsection (d)(i). (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding the earlier of (A) the third anniversary of the date of this Agreementforegoing, or (B) one 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish furnishes to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors president or chief executive officer of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred and twenty (90120) days after receipt of the request of from the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once 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, or take any action to effect, any registration pursuant to this Section 2.1 (Demand Registration): (i) after the Company has effected two (2) registrations pursuant to Section 2.1(a) (Demand Registration) (with ADRs or ADSs and their underlying Class A 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 the Initiating Holders (other than as a result of a Material Adverse Effect); (viiiii) during the period commencing on the date sixty (60) days prior to 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 Class A Ordinary Shares being registered are Class A 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 reasonable best efforts to cause such registration statement under Section 2.2 (Company Registration) to become effective; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 or Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) in or any particular jurisdiction in which successor form that provides for short-form registration), as 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 compliancecase may be.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares at least a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public price, net of not less than underwriting discounts and commissions, exceeding $5,000,000 (a “Qualified Public Offering”)25,000,000, then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority at least 67% in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.advises

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares holding a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”)10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five thirty percent (2530%) of the outstanding shares or more of the Registrable Securities (other than the “Founder Shares) then outstanding (the "Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate offering price to the public of not less than at least $5,000,000 (a “Qualified Public Offering”)15,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section Sectio n 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this AgreementApril 26, 2004, or (B) one 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board or the Chief Executive Officer stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an or comparable document filed with a foreign securities commission or regulatory authority covering the registration of at least fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percentage if the proposed aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, 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 a foreign jurisdiction of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.6(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters mutually selected for such underwriting by the Company and a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)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 (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 outstanding 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. A Except as otherwise provided in this Section 2.2(b), the Company shall be entitled to include in any registration statement shall not be counted if, as a result referred to in this Section 2.2 shares of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested Common Stock to be included in such registration statement are actually includedsold by the Company for its own account. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third second anniversary of the date of this Agreement, Agreement or (B) one 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from the 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 with respect to the for its Initial Offering within ninety (90) daysdays of the date of such request; (viv) if if, within thirty (30) days of receipt of a written request from the Registrable Securities Initiating Holders pursuant to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if 2.2(a), the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) Company, such registration would reasonably be expected to have a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect material adverse effect on the Company and its stockholders for such registration statement to be effected at such timestockholders, 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, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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 (ixvii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the earlier 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 written request from the Holders of not less more than twenty-five thirty percent (2530%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least forty percent (40%) of the Registrable Securities then outstanding and having an aggregate offering price to the public price, net of underwriting discounts and commissions, of not less than $5,000,000 (a “Qualified Public Offering”)10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, shall promptly give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act (and any related qualification under blue sky laws or other compliance) of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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 shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third four year anniversary of the date of this Agreement, Agreement or (B) one 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the for its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment), it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month period; (viiivi) 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 (ixvii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public price, net of not less than underwriting discounts and commissions, exceeding $5,000,000 10,000,000 (a “Qualified Public Offering”"QUALIFIED PUBLIC OFFERING") from the Holders of greater than (a) 20% of the Registrable Securities then outstanding (excluding for purposes of this calculation any Registrable Securities held by the Management Holders or any of their permitted transferees), or (b) 40% of the outstanding shares of Series B Preferred, including Common Stock issued on conversion of Series B Preferred, or (c) 40% of the outstanding shares of Series C Preferred, including Common Stock issued on conversion of Series C Preferred (in each case, the "INITIATING HOLDERS"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to February 26, 2002; unless the earlier of (A) Company's Initial Offering occurs before February 26, 2002, in which case the third anniversary of Company shall be required to effect registrations pursuant to this Section 2.2 beginning the day following the date of this Agreement, or (B) one hundred eighty (180) days following after the effective date of the registration statement pertaining to the Company's Initial Offering;. (ii) after the Company has effected two filed three (23) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective and either: (A) such registration has been declared or ordered effective;; or (B) the request for such registration has been subsequently withdrawn by the Initiating Holders, unless the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request; provided, however, that if the Initiating Holders shall pay all expenses of such withdrawn registration, then such withdrawn registration shall not be considered for purposes of determining whether the Company has satisfied its obligations under this Section 2.2(c)(ii). (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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Company's Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 's intention to file make a registration statement with respect to the Initial Offering public offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) without prejudice to the rights of the Holders under Section 2.4 hereof, 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders (one of not less than whom must be either Centennial or Whitney & Co., each as defined below) holding twenty-five percent (25%) of the outstanding shares or more of the Registrable Securities then held by all Holders (the “Initiating Holders”) that the Company file a registration statement under the Securities Act Act, and under the securities or Blue Sky laws of any jurisdiction designated by such Holders, covering Registrable Securities having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)5,000,000, then the Company shall, within thirty fifteen (3015) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders holding a majority of the Registrable Securities held by such Holders to which the request made pursuant to Section 2.2(a) relates intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.2, and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be an investment banking firm(s) of national reputation and shall be reasonably acceptable to the Board of Directors of the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company that in writing that, in its opinion, 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 who or which hold Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting underwriting, without jeopardizing the success of such underwriting, shall be allocated first to the Series G Preferred Stock Holders to the extent of (i) the number of shares of Common Stock issuable upon conversion of the Series G Preferred Stock plus (ii) two shares of Common Stock issued or issuable upon exercise of the Warrants held by such Registrable Securities Series G Preferred Stock Holders (as adjusted for adjustments to the number of shares of Common Stock issuable thereunder pursuant to Section 5 of the form of Warrant), and then to the remaining Holders (including the Initiating Holders and the Series G Preferred Stock Holders, to the extent not already allocated) on a pro rata basis based on the number of Registrable Securities held by all each such Holders (including the Initiating Holders); Holder, 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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 hundred eighty (180) days following the effective date of the registration statement pertaining to before the Initial Offering;; or (ii) after the Company has effected two four (24) 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 hundred eighty (180) days following the effective date of, the of a registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on any public offering of the Company’s Common Stock stock, provided that the Company makes reasonable good faith efforts to the public that is registered under the Securities Act and follows the Initial Offering;cause such registration statement to become effective; or (viv) if 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 make a registration statement with respect to the Initial Offering public offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;only once; or (viiivi) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if after the first anniversary of the closing of the Series B financing, the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares 75% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 at least a majority of the Registrable Securities then outstanding (a “Qualified Public Offering”), then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 hundred eighty (180) 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) 180 days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement within ninety (90) 90 days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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; (ixvii) 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; or (viii) if the registration would result in an offering with total proceeds of less than $50,000,000.

Demand Registration. (a) Subject to If at any time during the conditions of this Section 2.2, if Demand Period the Company Issuer shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) Purchaser Request that the Company Issuer file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)Act, then the Company Issuer shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.23(b) below, shall file (as expeditiously as practicable, and in any event within thirty (30) days of the Company shall receipt of such request) and use its commercially reasonable best efforts to effect the have declared effective, a registration statement under the Securities Act of with respect to all Registrable Securities that which the Holders request to be registeredregistered within eighteen (18) days of the mailing of such notice by the Issuer in accordance with Section 9(g) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Issuer as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3 and the Company shall Issuer shall, to the extent practicable, include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3(a), as applicable. In such event, the right obligation of any Holder to include its such Holder’s 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 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 Issuer and subject to the approval of the Issuer (not to be unreasonably withheld or delayed), shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Issuer as provided in Section 5(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 the Initiating Holders such Holders; provided, however, that no Holder (which underwriter or underwriters any of their assignees) shall be reasonably acceptable 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 Company)net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the managing underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Holder shall so advise the Issuer and the Issuer 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 Holders of such Registrable Securities on a pro rata basis based on the number 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 (including ii) thereafter, among all other holders of the Initiating Holders); providedSecurities, howeverif any, that have the number right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of the Securities 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 included covered by such registration if the inclusion of such other securities would result in such underwriting and registration shall not be reduced unless all other outstanding securities a reduction 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such registration statement are actually includedother securities would adversely impact the marketing of such offering. (c) The Company Issuer shall not be required obligated to effect two (2) Demand Registration Statements pursuant to Purchaser Requests under this Section 3. (d) Notwithstanding the foregoing, if the Issuer shall furnish to the Holders requesting a registration Registration Statement 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.23, a certificate signed by 1) the Chairman chief executive officer of the Issuer stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentIssuer, it would directly, materially and adversely affect be detrimental to the Company Issuer and its stockholders for such registration statement Registration Statement to be effected at filed or maintained by reason of (i) a material pending financing, acquisition, disposition, corporate reorganization, merger, public offering of securities, or other transaction involving or being contemplated by the Issuer or (ii) the Issuer being in possession of material non-public information not otherwise then required by law to be publicly disclosed that it deems advisable not to disclose in the Registration Statement, and it is therefore essential to defer the filing of or suspend such timeRegistration Statement, in which event the Company Issuer shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating HoldersPurchaser Request; provided, however, that such the Issuer may not utilize this right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve six (126) month period; (viii) if ; provided, further, that the Initiating Holders propose Issuer shall at all times in good faith use its reasonable best efforts to dispose of shares of Registrable Securities that may cause any Registration Statement required by this Agreement to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) in any particular jurisdiction in which the Company would be required to qualify to do business filed or to execute a general consent to service of process in effecting such registration, qualification or compliancerestored as soon as possible thereafter.

Demand Registration. (a) Subject to the conditions of this Section 2.23.1, if the Company shall receive a written request from the Senior Holders of not less more than twenty-five thirty percent (2530%) of the outstanding shares of the Senior Registrable Securities then outstanding on an as-converted basis (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Senior Registrable Securities having an aggregate offering price to the public of not less than at least $5,000,000 (a “Qualified Public Offering”)15,000,000, then the Company shall, within thirty twenty (3020) days of the receipt thereof, give written notice of such request to all Senior Holders, and subject to the limitations of this Section 2.23.1, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Senior Registrable Securities that the Senior Holders request to be registered. (b) If the Initiating Holders intend to distribute the Senior Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3.1(a), as applicable. In such event, the right of any Senior Holder to include its Senior Registrable Securities in such registration shall be conditioned upon such Senior Holder’s 's participation in such underwriting and the inclusion of such Senior Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Senior Holder) to the extent provided herein. All Senior Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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 2.43.1, 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 heretounderwritten, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.the

Demand Registration. (a) Subject to If, at any time after the conditions of this Section 2.2date which is 30 days after the closing under the Subscription Agreements by all Investors, if the Company shall receive Investors holding a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares majority of the Registrable Securities (the “Initiating Holders”) that shall notify the Company file a registration statement under the in writing that they intend to offer or cause to be offered for public sale Registrable Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of held by such request to all Holders, and subject to the limitations of this Section 2.2Investor, the Company shall use its commercially reasonable best efforts to effect cause such of the registration Registrable Securities as may be requested by any Investor to be registered, on one occasion only, under the Securities Act and applicable state laws as expeditiously as possible. Once the right for registration of all any Registrable Securities that under this Section 2(c) has been exercised by such Investors, the Holders request Company shall use its best efforts to be registered. (b) If the Initiating Holders intend to distribute the prepare and file a Registration Statement covering such Registrable Securities covered by their request by means with the SEC as promptly as practicable, but in any event not later than twenty (20) days after the Company's receipt of an underwriting, they shall so advise the Company as a part of their request made such request. If any offering pursuant to this Section 2.2 or any request a Registration Statement pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a2(c) or Section 2.4(a), as applicable. In such eventhereof involves an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Investors who hold a majority in interest of the Initiating Holders (Registrable Securities subject to such underwritten offering shall have the right to select one legal counsel and an investment banker or bankers and manager or managers to administer the offering, which underwriter investment banker or underwriters bankers or manager or managers shall be reasonably acceptable satisfactory to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if The Investors who hold 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 (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall pay all underwriting discounts and commissions and other fees and expenses of such investment banker or bankers and manager or managers so selected in accordance with this Section 2(c) (other than fees and expenses relating to registration shall not be reduced unless all other outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement under federal or state securities laws which are actually included. (c) The Company shall not be required to effect 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 hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after payable by 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 5 hereof) with respect to the Initial Offering within ninety (90) days; (vi) if the their Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements fees and expenses of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised legal counsel selected by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 complianceInvestors.

Demand Registration. (a) Subject to the conditions of this Section 2.23.1, if the Company shall receive a written request from the Holders of not less more than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than Three Million Dollars ($5,000,000 (a “Qualified Public Offering”3,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.23.1, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3.1(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). Notwithstanding any other provision of this Section 2.2 or Section 2.43.1, 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 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.23. 1: (i) prior to the earlier of (A) the third first anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Company's Initial Offering;; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.23. 1, 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.23.1, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.than

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from (i) in the case of the first request for registration under this Section 2.2, the Holders of a majority of the Registrable Securities then outstanding or (ii) in the case of a subsequent request for registration under this Section 2.2, the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities then outstanding (in either case, the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 at least twenty percent (a “Qualified Public Offering”)20%) of the Registrable Securities then outstanding, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one hundred eighty twelve (18012) days months following the effective date of the registration statement pertaining to the Initial Offering; (ii) if the Holders, together with the holders of any other securities of the Company entitled to 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 seven million five hundred thousand dollars ($7,500,000); (iii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iiiiv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following following, the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicable; (iv) prior statement to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offeringbecome effective; (v) 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 with respect to the for its Initial Offering within ninety sixty (9060) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month 12)-month period; (viiivii) 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 (ixviii) 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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five thirty percent (2530%) of the outstanding shares of the Registrable Securities (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public public, net of not less than Selling Expenses, in excess of seven million five hundred thousand dollars ($5,000,000 (a “Qualified Public Offering”7,500,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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 Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the CompanyHolders). 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 (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 outstanding securities less than 30% (thirty percent) of the Company are first entirely excluded from total shares in such registration; provided further that in a Qualified Offering the underwriting and registrationnumber of Registrable Securities to be included in such offering may be zero. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of three years from the First Closing (A) the third anniversary as defined in Section 2.2 of the date of this Purchase Agreement, ) or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial 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 hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringearlier of (1) the Company's Qualified Offering and (2) any other public offering of the Company's securities pursuant to which the Company's outstanding Preferred Stock is converted into shares of Common Stock pursuant to the Company's Articles of Incorporation; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior within 12 months of a previous demand registration pursuant to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offeringthis Section 2.2; (v) 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 's intention to file make a registration statement with respect public offering, other than pursuant to the Initial Offering a Special Registration Statement within ninety forty-five (9045) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the President, Chief Executive Officer, or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent either (25%i) one or more of the outstanding Major Holders or (ii) Holders who in the aggregate hold at least 500,000 shares of the Registrable Securities (the “Initiating Holders”) "INITIATING HOLDERS"), that the Company file a registration statement under the Securities Act having an covering the registration of Registrable Securities the anticipated aggregate offering price to the public of not less than which, net of underwriting discounts and commissions, would exceed $5,000,000 10,000,000 (a “Qualified Public Offering”"QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Initiating Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (including the Initiating Holders); provided, however, that: (i) the number of shares of Registrable Securities to be included in such underwriting and registration on behalf of Initiating Holders that are Major Holders shall not be subject to reduction pursuant to this Section 2.2(b); and (ii) the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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, 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that this subsection (i) shall not apply to any registration for which the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicableInitiating Holders include one or more of the Major Holders; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiiiii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may are then eligible to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or provided, however, that this subsection (ixiii) in shall not apply to any particular jurisdiction in registration for which the Company would be required to qualify to do business Initiating Holders include one or to execute a general consent to service more of process in effecting such registration, qualification or compliancethe Major Holders.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than at least twenty-five percent (25%) of the outstanding shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)all or any portion of the Registrable Securities then outstanding, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to the CompanyHolders of a majority of the Registrable Securities held by all Initiating Holders), provided, however, that neither the FF Investor nor the FF Beneficial Investor shall be required to execute any instrument or document (i) unless such instrument or document contains a limitation of liability provision in substantially the form of Section 6.17, or (ii) if such instrument or document requires the FF Investor or the FF Beneficial Investor to give business warranties or enter into any non-competition or non-solicitation arrangement. Notwithstanding any other provision of this Subject to Section 2.2 or Section 2.42.2(c), 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 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of six (A6) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days months 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingCompany-initiated registration (or such longer period as may be determined pursuant to Section 2.12 hereof); provided, however, that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the for its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, be materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twentyat least sixty-five six and two-thirds percent (2566-2/3%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”"INITIATING HOLDERS") voting together as a single class that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)certain of such Registrable Securities, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this AgreementDecember 31, 2006 or (B) one 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 's good faith intention to file make a registration statement with respect public offering, other than pursuant to the Initial Offering a Special Registration Statement, within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if after the date hereof, the Company shall receive a written request from (A) the Holders (other than the 1818 Fund Securityholders) of not less more than twentyforty-five percent (2545%) of the Registrable Securities then outstanding shares or (B) 1818 Fund, acting on behalf of the one or more 1818 Fund Securityholders holding Registrable Securities (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of either (i) in the case of a registration pursuant to clause (A), at least twenty percent (20%) of the then outstanding Registrable Securities, and, in the case of a registration pursuant to clause (B), at least twenty percent (20%) of the then outstanding Registrable Securities held by the 1818 Fund Securityholders or (ii) Registrable Securities having an aggregate offering price to the public in excess of not less than $5,000,000 (a “Qualified Public Offering”)5,000,000, then the Company shall, shall (x) within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders in the event such registration is pursuant to clause (A), provided that no such notice shall be given in the event such registration is pursuant to clause (B), and no Registrable Securities (other than those held by 1818 Fund Securityholders) shall be included in any registration pursuant to clause (B) and (y) subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, but not later than sixty (60) days, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 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 (including the Initiating Holders); providedprovided that, howeverin no event, that the number of shares of shall any Registrable Securities to (other than those held by 1818 Fund Securityholders) be included in such underwriting and any registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registrationpursuant to Section 2.2(a)(B). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 2.22.2(a)(A) for the holders of more than forty-five percent (45%) of the Registrable Securities then outstanding AND two (2) registrations pursuant to Section 2.2(a)(B) for 1818 Fund, on behalf of the 1818 Fund Securityholders, and in each case such registrations have been declared or ordered effective; provided, however, that a registration requested pursuant to this Section 2.2 shall not be deemed to have been effected: (A) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until the earlier of (x) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (y) 180 days after the effective date of such registration statement; (B) if after it has become effective, such registration is 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 Holders of Registrable Securities participating in such registration and has not thereafter become effective; or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Holders of Registrable Securities participating in such registration; (iiiii) 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (viii) 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 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; 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 this paragraph (iii) shall terminate and be of no further force and effect upon the consummation of the PMR Merger; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2Clause 3.1, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to for the public offering of not less than $5,000,000 securities of the Company covering the registration with the SEC of at least twenty-five percent (a “Qualified Public Offering”)25%) of the Registrable Securities then outstanding, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders of Registrable Securities, and subject to the limitations of this Section 2.2Clause 3.1, the Company shall use its commercially their reasonable efforts to effect effect, in accordance with Clause 3.5, the registration under the Securities Act for public offering of all Registrable Securities with the SEC that the all such Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 Clause 3.1 or any request pursuant to Section 2.4 Clause 3.3 and the Company shall include such information in the written notice referred to in Section 2.2(asub-clause 3.1(a) or Section 2.4(asub-clause 3.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest 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 Clause 3.1 or Section 2.4Clause 3.3, 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 which that would otherwise be underwritten pursuant hereto, and the number of shares 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 total number of Registrable Securities held by all such Holders (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 outstanding securities of the Company or its employees, directors or officers are first entirely excluded from the underwriting and registration; provided, further, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below fifty percent (50%) of the total amount of securities included in such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn excluded from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2Clause 3.1: (i) prior after the Company has effected two (2) registrations pursuant to this Clause 3.1, and such registrations have been declared or ordered effective; (ii) until the earlier of (Ai) the third (3rd) anniversary of 23 November 2010 (provided that the date proposed Initial Offering in respect of which the Initiating Holders seek to exercise the registration rights set forth in this AgreementClause 3.1 is a Qualifying Initial Offering), or and (Bii) one hundred eighty (180) days following the effective date of the registration statement pertaining to the an 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(asub-clause 3.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the for its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, Clause 3.1 a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members chairman of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders the Shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month period; (viii) 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 (ixv) 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; or (vi) if the Registrable Securities can be sold pursuant to Rule 144 of the Securities Act.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if if, following a Qualified Public Offering, the Company shall receive a written request from the Holders of not less than twentyat least fifty-five one percent (2551%) of the outstanding shares of the Registrable Securities (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act having an covering the registration if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”)2,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Qualified Public Offering; (ii) after the Company has effected two three (23) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with commencing on the date of filing of, and ending on the date one hundred eighty (180) days following following, the effective date of, the of any registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to filed by the Initial OfferingCompany with the SEC; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 's intention to file a registration statement with respect to make the Initial Qualified Public Offering within ninety (90) days; (vi) if , in which event the Registrable Securities Company shall have the right to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within defer such filing for a period of not more than ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) days after receipt of the Exchange Actrequest of the Initiating Holders; (viiv) if the Company shall furnish to those Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (stating that in the “Board”) or 2) a majority of the then-serving members good faith judgment of the Board stating that in their good faith judgmentof Directors of the Company, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 under Section 2.4 below; or (ix) 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.

Demand Registration. (a) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the earlier of either (i) January 29, 2000 or (ii) ninety (90) days after the effective date of the registration statement pertaining to the initial public offering of the Company's Common Stock (the "Initial Offering"), a written request from the Holders of not less than twenty-five at least thirty percent (2530%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act having covering the registration of (i) at least twenty percent (20%) of Registrable Securities or (ii) less than twenty percent (20%) of the Registrable Securities provided such lesser percentage of Registrable Securities have an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)7,500,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable2.2.1. In such event, the right of any Holder to include its his 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 securities through such underwriting shall 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). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) 2.2.3 The Company shall not be required to effect 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 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, 2.2 and such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to of the Initial Offering; provided, however, provided that the Company makes a is making reasonable and good faith effort efforts to effect cause such registration as soon thereafter as practicable;statement to become effective; or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (viii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)2.2.1, the Company gives notice to the Holders of the Company’s 's bona fide good faith intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, 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, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once twice in any twelve (12) month one-year period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject If, following expiration of the Holding ------------------- Period pursuant to the conditions of this Section 2.24.1 hereof, if the Company Seller shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”as defined in Section 6.9) that the Company Seller file a registration statement under the 1933 Act covering the registration of at least thirty percent (30%) of the Registrable Securities Act having an (as defined in Section 6.9) then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”100,000,000), then the Company Seller shall, : (i) within thirty ten (3010) days of the receipt thereof, give written notice of such request to all Holders; and (ii) as soon as practicable, and subject to in any event within sixty (60) days of the limitations receipt of this Section 2.2such request, file a registration statement under the Company shall use its commercially reasonable efforts to effect 1933 Act covering the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered, subject to the limitations of subsection 6.1(b), within twenty (20) days of the mailing of such notice by Seller in accordance with Section 9.3. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Seller as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 subsection 6.1(a) and the Company Seller shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(asubsection 6.1(a), as applicable. The underwriter will be selected by the Initiating Holders and shall be reasonably acceptable to Seller. In such event, the right of any Holder to include its his 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 the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with Seller) enter into an underwriting agreement in customary form (including the provision of Section 6.6) 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)underwriting. Notwithstanding any other provision of this Section 2.2 or Section 2.46.1, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company 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 to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of Seller owned by each Holder; 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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedunderwriting. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding the earlier of (A) the third anniversary of the date of this Agreementforegoing, or (B) one 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company Seller shall furnish to Holders requesting a registration statement pursuant to this Section 2.26.1, a certificate signed by 1) the Chairman Chief Executive Officer of Seller stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentSeller, it would directly, materially and adversely affect the Company be detrimental to Seller and its stockholders shareholders for such registration statement to be effected at such timefiled, in which event the Company Seller shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided. (d) In addition, howeverSeller shall not be obligated to effect, that such right or to delay a request together with the similar right take any action to effect, any registration pursuant to this Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;6.1: (viiii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 After Seller has effected two registrations pursuant to a request made pursuant to this Section 2.4 below6.1 and such registrations have been declared or ordered effective; or (ixii) During the period starting with the date sixty (60) days prior to Seller'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 registration subject to Section 6.2 hereof; provided that Seller is actively employing in any particular jurisdiction in which the Company would be required good faith all reasonable efforts to qualify cause such registration statement to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancebecome effective.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than $5,000,000 (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), ) as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 hundred eighty (180) days following the effective date of the registration statement pertaining to the its Initial Offering;; or (ii) after the Company has effected two one (21) registrations registration pursuant to this Section 2.2, and such registrations have registration has been declared or ordered effective;; or (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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive receives a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares at least 50% of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement Registration Statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) 15 days of the receipt thereof, give written notice of such request to all Holders. The Holders shall have the right, by giving written notice to the Company within 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Holders may request in such notice of election, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registeredregistered in such notice of election (and shall promptly notify in writing the Holders registering Registrable Securities registered under any such Registration Statement once any such Registration Statement has been declared effective). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made demand pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided hereinunderwriting. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the The underwriter or underwriters selected for such underwriting offering shall be selected by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable participating in such offering, subject to the Companyapproval of the Board of Directors of the Company (the "Board"), which approval shall not be unreasonably withheld. 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 heretoparticipating Holders, and the number of shares that may be included in the underwriting and registration shall be allocated pro rata to the participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders)held; providedPROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company proposed to be included in such underwriting and registration by holders of the Company's securities are first entirely excluded from the underwriting and registration. Any If all of the Registrable Securities so requested for registration by the Holders requesting registration are excluded from an offering under Section 2.2(a) by the underwriter or withdrawn from underwriters for such underwriting offering (a "Reload Event"), then such Holders shall be withdrawn from have the registration. A registration statement shall not be counted if, as a result right to one additional Demand Registration under Section 2.2(a) upon the occurrence of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeach Reload Event. (c) The Company shall not be required to effect a any such registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third second anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) days six months following the effective date of the registration statement pertaining to the an Initial Public Offering; (ii) the aggregate offering price of the proposed underwriting and registration is less than $5.0 million; (iii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (iiiiv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days six months following the effective date of, the of a registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingPublic Offering or to any other underwritten public offering made pursuant to this Section 2.2 or Section 2.4 or in which the Holders were given the opportunity to participate pursuant to Section 2.3 and no more than 25% of the Registrable Securities so requested to be registered by the Holders were excluded from any such registration; provided, however, PROVIDED that the Company makes a reasonable and diligent good faith effort efforts to effect cause such registration as soon thereafter as practicable; (iv) prior statement to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; become effective; (v) if within thirty (30) 15 days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Public Offering within ninety (90) 120 days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect 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 ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, PROVIDED that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) -month period;; or (viiivii) 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. (ixd) If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders delivered at least 15 days prior to the effective date of the Registration Statement; PROVIDED, HOWEVER, that if the number of Registrable Securities withdrawn in any particular jurisdiction accordance herewith would result in which the registration of less than 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price would exceed $5,000,000), then the Company would shall not be required to qualify effect a registration pursuant to do business or this Section 2.2, and the Company shall not be required to execute a general consent pay the Registration Expenses incurred to service of process in effecting such registration, qualification or compliancedate. The securities so withdrawn shall also be withdrawn from the Registration Statement.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If at any time the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) Purchaser Request that the Company file a registration statement Registration Statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.23(b) below, shall file (as expeditiously as practicable, and in any event within thirty (30) days of the Company shall receipt of such request) and use its commercially reasonable commercially reasonable efforts to effect the registration have declared effective, a Registration Statement under the Securities Act of with respect to all Registrable Securities that which the Holders request to be registeredregistered within ten (10) days of the mailing of such notice by the Company in accordance with Section 8(g) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall (together with the Company as provided in Section 5(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 the Initiating Holders such Holders; provided, however, that no Holder (which underwriter or underwriters any of their assignees) shall be reasonably acceptable 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 Company)net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Holder shall so advise the Company and 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 Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such Holders holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (including the Initiating Holders); providedii) thereafter, howeveramong all other holders of Common Stock, if any, that have the number 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 included covered by such registration if the inclusion of such other securities would result in such underwriting and registration shall not be reduced unless all other outstanding securities a reduction 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such registration statement are actually includedother securities would adversely impact the marketing of such offering. (c) The Company shall not be required obligated to effect 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 hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected only 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 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 2.2, and such registrations have been declared or ordered effective; 3 (iiii) during the 90 day period starting with the date of filing of, and ending commencing on the date one hundred eighty (180) days following the effective date of, the of any other registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that filed by the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock relating to the public that is registered under the Securities Act and follows the Initial Offering; offering of its Common Stock or securities convertible into Common Stock (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(gother than on Forms S-4 or S-8 or any successor thereto) or 15(d) of the Exchange Act; (viiii) if the Company shall furnish to the Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company 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 (the “Board”other than on Forms S-4 or S-8 or any successor thereto) or 2) a majority within 30 days of the then-serving members Purchaser Request, during the period commencing on the date of such notice and ending upon the Board stating that in their good faith judgment, it would directly, materially and adversely affect the Company and its stockholders for earliest of (i) effectiveness of such registration statement to be effected at such time, in which event (ii) a decision by the Company shall have the right not to defer pursue effectiveness of such filing for a period of not more than ninety registration statement or (90iii) 90 days after receipt the filing of the request of the Initiating Holderssuch registration statement; provided, however, that such right to delay a request together with in the similar right pursuant to Section 2.4(b)(vcase of clause (ii) shall be exercised by the Company may not utilize this right more than once in any twelve (12) month period;; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company's relief from its demand registration obligation under clause (i) above. (viiie) Notwithstanding the foregoing, if the Initiating Company shall furnish to the Holders propose 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 dispose the Company and its stockholders for such Registration Statement to remain effective by reason of shares 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 Registrable Securities not more than sixty (60) days in aggregate after receipt of the Purchaser Request; provided, however, that the Company may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) not utilize this right more than twice 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 compliancetwelve (12) month period.

Demand Registration. (a) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public of not less than at least $5,000,000 10,000,000 and a per share price which is at least $6.80 (as adjusted for stock splits, stock dividends and the like) (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable2.2.1. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.be

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than five million dollars ($5,000,000 5,000,000) (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall (together with the Company as provided in Section 2.6(e)) 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). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 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 (including the Initiating Holders); provided, however, that that, subject to any existing registration rights granted by the Company, the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company proposed to be included in such underwriting are first entirely excluded from the underwriting and registrationsuch underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to until the earlier of (A) the third anniversary of December 31, 2004 or the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to which is six months after the Initial Offering;; or (ii) after the Company has effected two three (23) 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 hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good good-faith effort efforts to effect cause such registration as soon thereafter as practicable;statement to become effective; or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board or the President of the Company stating that in the good-faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public of not less than $5,000,000 (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. Notwithstanding the foregoing, in the event that Form S-3 (or any successor or similar form) is not available for offerings by the Company on, or at any time after, the date fifteen (15) months after the Initial Offering, then the Initiating Holders shall be deemed to be Holders of more than thirty percent (30%) of the Registrable Securities then outstanding, and a Qualified Public Offering shall be deemed to be Registrable Securities having an aggregate offering price to the public of not less than $2,000,000. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this AgreementAugust 23, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering;2000; 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 offiling, and ending on the date one hundred eighty (180) days following the effective date ofdate, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ixvi) if, after allocation in any particular jurisdiction accordance with Section 2.2(b), the Registrable Securities to be registered in which such registration constitute (A) fifty percent (50%) or less of the Company would be required Registrable Securities then outstanding or have an aggregate offering price to qualify the public of less than $5,000,000; or (B) thirty percent (30%) or less of the Registrable Securities then outstanding or have an aggregate offering price to do business or to execute a general consent to service the public of process in effecting such registrationless than $2,000,000, qualification or complianceas applicable under Section 2.2(a).

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive at any time after six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities solely to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of not less than twentyat least a majority of the Non-five Series E Registrable Securities then outstanding or forty percent (2540%) of the outstanding shares of the Series E Registrable Securities (the “Initiating Holders”) then outstanding that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.2subsection 2.2(b), effect as soon as practicable, and in any event within ninety (90) days of the Company shall use its commercially reasonable efforts to effect receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within thirty (30) days of the effective date of such notice delivered by the Company in accordance with Section 5.5. (b) If the Initiating Holders initiating the registration request hereunder ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section subsection 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its his 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 securities through such underwriting shall (together with the Company as provided in subsection 2.5(e)) 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)Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then 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 to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company issued or issuable to each Holder; 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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedunderwriting. (c) The Company shall not be required is obligated to effect a only one registration pursuant to this Section 2.2: (i) prior to 2.2 requested by the earlier Holders of (A) the third anniversary at least a majority of the date of this AgreementNon-Series E Registrable Securities then outstanding, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected and 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 2.2 requested by the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety at least forty percent (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d40%) of the Exchange Act;Series E Registrable Securities then outstanding. (viid) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, 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, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than $5,000,000 (a “Qualified Public Offering”)15,000,000, then the Company shall, within thirty twenty (3020) days of the receipt thereof, give written notice of such request to all Holders, and and, subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.,

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twentyat least thirty-five percent (2535%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public price, net of not less than underwriting discounts and commissions, exceeding $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority at least sixty-seven percent (67%) in interest of 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, 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 (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 outstanding securities of the Company are first entirely excluded from the underwriting and registrationunderwriting). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable is actively employing in good faith effort all reasonable efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the for its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from either (i) the Holders of not less than twenty-five at least forty percent (2540%) of the Registrable Securities then outstanding shares and held by the Holders of the Series D Investors and the Series E Investors, taken together, or (ii) the Holders of at least forty percent (40%) of the Registrable Securities then outstanding and held on the date hereof by the Series F Investors (in either case, such Holders are hereinafter referred to as the “Initiating Holders”) that the Company file a registration statement under the Securities 1933 Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)such Registrable Securities, then the Company shall, within thirty (30) days of the receipt thereof, shall promptly give written notice of such request to all HoldersHolders and Common Holders and, and subject to the limitations of this Section 2.22.2 and Section 2.15, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities 1933 Act of all Registrable Securities that the Holders (including the Initiating Holders) request to be registeredregistered and all shares of Common Stock that Common Holders request to be registered pursuant to Section 2.15. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a)2.4, as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall If the underwriter has not be counted if, as a result of an exercise of limited the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration statement are actually includedif the underwriter so agrees and if the number of Registrable Securities would not thereby be limited. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to the Company’s first underwritten public offering of its Common Stock registered under the 1933 Act (an “Initial Offering”); (ii) on behalf of Holders of at least forty percent (40%) of the Registrable Securities held by the Series D Investors and the Series E Investors, taken together after the Company has effected two (2) registrations pursuant to this Section 2.22.2 on their behalf, and such registrations have been declared or ordered effective; provided, however, that a registration effected by the Company pursuant to this Section 2.2 in which such Holders are given the opportunity to include such Holder’s Registrable Securities (whether or not such Holders were the Initiating Holders for such registration or elected to participate in such registration) shall qualify as a registration for purposes of this Subparagraph (c)(ii); (iii) on behalf of Holders of at least forty percent (40%) of the Registrable Securities held by the Series F Investors after the Company has effected two (2) registrations pursuant to this Section 2.2 on their behalf, and such registrations have been declared or ordered effective; provided, however, that a registration effected by the Company pursuant to this Section 2.2 in which such Holders are given the opportunity to include such Holder’s Registrable Securities, without being subject to cutbacks or similar limitations, shall qualify as a registration for purposes of this Subparagraph (c)(iii); (iv) during the period starting with thirty (30) days prior to the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the of a registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on public offering of the Company’s Common Stock securities in which the Holders have the right to register the public Registrable Securities pursuant to Section 2.3; provided that is registered under the Securities Act and follows the Initial OfferingCompany makes reasonable good faith efforts to cause such registration statement to become effective; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (stating that in the “Board”) or 2) a majority of the then-serving members good faith judgment of the Board stating that in their good faith judgmentof Directors of the Company, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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 (ixvii) in any particular jurisdiction in which the Company would be required to qualify to do conduct business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already so qualified or subject to service in such jurisdiction.

Demand Registration. (a) Subject to the conditions of this Section 2.24.02, if the Company shall receive on not more than four (4) occasions, a written request from the Holders of not less than twenty-Bolger or any other Shareholder owning five percent (255%) or more of the outstanding shares Xxxxx Outstanding Common Stock with Bolger's prior written consent (for purposes of this Section 4.02, the Registrable Securities (the “Initiating "Xxxxxxxing Holders”") that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)"Demand Registration Statement") covering at least 500,000 Shares, then the Company shall, within thirty twenty (3020) days of the receipt thereof, give written notice of such request to all HoldersShareholders, and subject to the limitations of this Section 2.24.02, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities Shares that the Holders Shareholders request to be registeredregistered in a written request received by the Company within twenty (20) days of the mailing of the Company's notice pursuant to this Section 4.02(a). (b) If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 4.02 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a4.02(a), as applicable. In such event, event the right of any Holder Shareholder to include its Registrable Securities Shares in such registration shall be conditioned upon such Holder’s Shareholder's participation in such underwriting and the inclusion of such Holder’s Registrable Securities Shareholder's Shares in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Shareholder) to the extent provided herein. All Holders Shareholders proposing to distribute their securities Shares through such underwriting shall 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)Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.44.02, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities to be shares underwritten (including Registrable Securities) Shares), then the Company shall so advise all Holders Shareholders of Registrable Securities which Shares that would otherwise be underwritten pursuant hereto, and the number of shares Shares that may be included in the underwriting shall be allocated to the Holders Shareholders of such Registrable Securities on a Shares pro rata basis based on the number of Registrable Securities Shares held by all such Holders Shareholders (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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities Shares excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement The Initiating Holders must obtain the consent of the Company prior to selecting any underwriters for the offering, which consent shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedunreasonably withheld or delayed. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.24.02: (i) prior in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the earlier of (A) Company is already subject to service in such jurisdiction and except as may be required under the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering;Securities Act; or (ii) after the Company has effected two four (24) registrations pursuant to this Section 2.24.02, and such registrations have been declared or ordered effective;; or (iii) during the period starting with the date forty-five (45) days prior to the Company's good faith estimate of the date of the filing of, of and ending on the a date one hundred eighty ninety (18090) days following the effective date ofof a Company-initiated registration subject to Section 4.03 below, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable is actively employing in good faith effort all commercially reasonable efforts to effect cause such registration as soon thereafter as practicable;statement to become effective; or (iv) prior during the period starting with the date the Company has effected another registration pursuant to this Section 4.02 and ending on a date ninety (90) days after following the first follow-on offering effective date of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering;such registration; or (v) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), do not request that such offering be firmly underwritten or the Company gives notice and the Initiating Holders are unable to obtain the Holders commitment of the Company’s intention to file a registration statement with respect to underwriters selected for the Initial Offering within ninety (90) days;offering; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders Shareholders requesting a registration Demand Registration Statement pursuant to this Section 2.2, 4.02 a certificate signed by 1) the Company's Chief Executive Officer or Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board of Directors, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders Shareholders for such registration statement Demand 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) month period; day period (viii) if other than a registration relating solely to the Initiating Holders propose to dispose sale of shares securities of Registrable Securities that may be immediately registered on Form S-3 pursuant participants in a Company stock plan, a registration relating to a request made pursuant to Section 2.4 below; or (ix) in corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration on any particular jurisdiction in which form that does not include substantially the Company same information as would be required to qualify to do business or to execute be included in a general consent to service Demand Registration Statement covering the sale of process in effecting such registration, qualification or compliancethe Shares).

Demand Registration. (a) Subject to the conditions of this Section 2.23.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an a net aggregate offering price to the public in excess of not less than twenty million dollars ($5,000,000 (a “Qualified Public Offering”20,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.23.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 3.2 or any request pursuant to Section 2.4 3.4 and the Company shall include such information in the written notice referred to in Section 2.2(a3.2(a) or Section 2.4(a3.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). Notwithstanding any other provision of this Section 2.2 3.2 or Section 2.43.4, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.underwritten

Demand Registration. (a) Subject to At any time 180 days after the conditions date of this Section 2.2Agreement, if the Company shall receive a written request from the Holders of not less than twenty-five percent (at least 25%) % of the then outstanding shares of the Registrable Securities Stock (the “Initiating "Requesting Holders”") may request in a written notice that the Company file a registration statement under the Securities 1933 Act having an aggregate offering price (or a similar document pursuant to any other statute then in effect corresponding to the public 1933 Xxx) xxvering the registration of not less than $5,000,000 at least 25% of the Registrable Stock then outstanding in the manner specified in such notice (a “Qualified Public Offering”"Demand Registration"), then the Company shall, within thirty (30) days . Following receipt of the receipt thereof, give written any notice of such request to all Holders, and subject to the limitations of under this Section 2.24, the Company shall (i) within twenty (20) days notify 4 4 all other Holders of such request in writing and (ii) use its commercially reasonable efforts to effect cause to be filed and declared effective as soon as reasonably practicable a registration statement providing for the registration under the Securities Act offer and sale of all Registrable Securities Stock that the Requesting Holders request to and such other Holders have, within ten (10) days after the Company has given such notice, requested be registeredregistered in accordance with the manner of disposition specified in such notice by the Requesting Holders. (b) If the Initiating Requesting Holders intend to distribute have the Registrable Securities covered by their request Stock distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in clause (i) of Section 2.2(a4(a) or Section 2.4(a), as applicableabove. In such event, the right of any Holder to include its Registrable Securities Stock 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 Stock in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Requesting Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority in interest of the Initiating Requesting Holders and shall be approved by the Company, which approval shall not be unreasonably withheld, provided (which underwriter or i) 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 reasonably acceptable made to and for the Company). Notwithstanding any other provision benefit 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 such Holders of Registrable Securities which would otherwise Stock, (ii) that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be underwritten pursuant heretoconditions precedent to the obligations of such Holders of Registrable Stock, and the number of shares (iii) that may be included in the underwriting no Holder shall be allocated required to make any representations or warranties to or agreements with the Holders Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Registrable Securities on a pro rata basis based on the number Holder and such Holder's intended method of Registrable Securities held distribution and any other representations required by all such Holders (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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded law or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of reasonably required by the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holders are entitled to join pursuant to Section 5(a) hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of Registrable Stock would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial adviser, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of 5 5 any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request. (d) Notwithstanding any provision of this Agreement to the contrary, (i) the Company shall not be required to effect 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) more than one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial OfferingDemand Registration in any six-month period; (ii) a Holder shall not be entitled to request a Demand Registration until after 180 days after the closing of the initial public offering of Common Stock, and (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement. (e) The Company has effected two shall not be obligated to effect and pay for more than a total of three (23) registrations pursuant to Section 4; provided that a registration requested pursuant to Section 4 shall not be deemed to have been effected for purposes of this Section 2.2, and such registrations have 4(e) unless (i) it has been declared or ordered effective; effective by the Commission, (ii) it has remained effective for the period set forth in Section 6(a), (iii) during the period starting with the date Holders of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the Registrable Stock included in such registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, have not withdrawn sufficient shares from such registration such that the Company makes a reasonable good faith effort remaining Holders requesting registration would not have been able to effect such request registration as soon thereafter as practicable; under the provisions of Section 4 and (iv) prior to ninety (90) days after the first follow-on offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Company’s Common Stock to Commission (other than any such stop order, injunction, or other requirement of the public that is registered under the Securities Act and follows the Initial Offering;Commission prompted by any act or omission of Holders of Registrable Stock). (vf) if within thirty (30) days recipient 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities such shares has agreed in writing to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised bound by the Company not more than once in any twelve (12) month period; (viii) if terms of such restrictions for the Initiating Holders propose to dispose remainder 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 (ix) 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 complianceits term.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) at least 66 2/3% of the outstanding shares of the Series B Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)at least 25% of the Series B Registrable Securities then outstanding, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Series B Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Series B Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Series B Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Series B Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Series B 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 Series B Registrable Securities) then the Company shall so advise all Holders of Series B Registrable Securities which 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 Series B Registrable Securities on a pro rata basis based on the number of Series B Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Series B Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Series B Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third fifth anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to 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 hundred eighty (180) 180 days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering other than pursuant to a Special Registration Statement (or such longer period as may be determined pursuant to Section 2.11 hereof); provided, however, that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering a public offering other than pursuant to a Special Registration Statement within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month period; (viiivi) if the Initiating Holders propose to dispose of shares of Series B Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ixvii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent either (25%i) one or more of the outstanding Major Holders or (ii) Holders who in the aggregate hold at least 500,000 shares of the Registrable Securities (the “Initiating Holders”) "INITIATING HOLDERS"), that the Company file a registration statement under the Securities Act having an covering the registration of Registrable Securities the anticipated aggregate offering price to the public of not less than which, net of underwriting discounts and commissions, would exceed $5,000,000 10,000,000 (a “Qualified Public Offering”A "QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Initiating Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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). 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 (including the Initiating Holders); provided, however, that: (i) the number of shares of Registrable Securities to be included in such underwriting and registration on behalf of Initiating Holders that are Major Holders shall not be subject to reduction pursuant to this Section 2.2(b); and (ii) the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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, 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that this subsection (i) shall not apply to any registration for which the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicableInitiating Holders include one or more of the Major Holders; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiiiii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may are then eligible to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or provided, however, that this subsection (ixiii) in shall not apply to any particular jurisdiction in registration for which the Company would be required to qualify to do business Initiating Holders include one or to execute a general consent to service more of process in effecting such registration, qualification or compliancethe Major Holders.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from either (1) the Holders of not less than twenty-at least fifty percent (50%) of the Registrable Securities then outstanding held by all Investors, in the case of the Initial Offering, or (2) the Holders of at least twenty five percent (25%) of the outstanding shares of the Registrable Securities then outstanding held by all Investors, if the Initial Offering has been completed (collectively, the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an and (i) if the requested registration is with respect to at least thirty three and one-third percent (33 1/3%) of the Registrable Securities then outstanding held by all Investors or (ii) if the anticipated aggregate offering price to the public of not less than such registration, net of underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”)15,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, but in any event within ninety (90) days of the Company shall use its commercially reasonable efforts to effect written request, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company’s Board of Directors and approved by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.require

Demand Registration. (a) Subject to the conditions of this Section 2.21.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement and (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of not less than twenty-five in excess of fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act having with an aggregate anticipated offering price to the public (net of not less than underwriting discounts and commissions) of at least $5,000,000 (a “Qualified Public Offering”)4,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.21.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registeredregistered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 1.2 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a1.2(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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 2.41.2, 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 that 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 to the Holders of such Registrable Securities on and other shareholders seeking to register the resale of their shares under a pro rata basis written agreement with the Company based on the number of Registrable Securities and such other shares held by all such Holders holders (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.21.2: (i) prior in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the earlier of (A) Company is already subject to service in such jurisdiction and except as may be required under the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering;Act; or (ii) after the Company has effected two one (21) registrations registration pursuant to this Section 2.21.2, and such registrations have registration has 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 the filing of, and ending on the a date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1a Company-initiated registration, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable is actively employing in good faith effort commercially reasonable efforts to effect cause such registration as soon thereafter as practicable;statement to become effective; or (iv) prior if the Initiating Holders propose to ninety (90) days after the first follow-dispose of Registrable Securities that may be registered on offering of the Company’s Common Stock Form S-3 pursuant to the public that is registered under the Securities Act and follows the Initial Offering;Section 1.4 hereof; or (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.21.2, a certificate signed by 1) the Chairman Company’s Chief Executive Officer or President stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be detrimental to the Company and its stockholders shareholders 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month 12)-month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (all or a “Qualified Public Offering”)portion of the Registrable Securities held by such Initiating Holders, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect as soon as practicable the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 2.2(a) 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, if the managing underwriter advises or underwriters determine that the Company that marketing factors require a limitation of the proposed number of securities to be underwritten (including Registrable Securities) would adversely affect the marketing of such 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 such 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 (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 outstanding securities of the Company other than Registrable Securities are first entirely excluded from the such underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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) if the Holders, together with the holders of any other securities of the Company entitled to 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 Twenty-Five Million Dollars ($25,000,000); (iv) during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following the effective date of, the a non-Initial Offering registration statement on Form S-1statement, Form SB-1 or Form SB-2, or any similar or successor form pertaining other than pursuant to the Initial Offeringa Special Registration Statement; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from the 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement, within ninety (90) daysdays of the time of request; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period; (vii) if the Company and the Initiating Holders are unable to obtain the commitment of an underwriter to firmly underwrite the offer; or (viii) 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 (ix) . In addition to the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration statement pursuant to this Section 2.2 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, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”10,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, Agreement or (B) one 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 (other than on Form S-3 or any equivalent successor form) 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect 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 soon thereafter requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof; provided that for this purpose, a withdrawn registration will not count unless it has been closed or withdrawn by the Investors (other than as practicablea result of a material adverse change to the Company); (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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 (ixvii) 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from either (i) the Holders of not less than twenty-five percent (25%) Investors holding a majority of the outstanding shares Registrable Securities held by all Investors (the "Initiating") or (ii) the Founders holding a majority of the outstanding Registrable Securities (the “Initiating Holders”) held by all Founders, that the Company file a registration statement under the Securities Act having an covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price price, net of underwriting discounts and commissions, would be equal to the public of not less or greater than $5,000,000 1,000,000 (a “"Qualified Public Offering”")), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders Investors or the Initiating Founders, respectively intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable. In such event, the right of any Holder to include 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 securities through such underwriting shall 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 Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the CompanyInitiating 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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third second anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) for the Initiating Investors after the Company has effected two (2) registrations pursuant to this Section 2.2, and for the Initiating Founders after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) either (A) 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, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; providedOffering or (B) during the period starting with the date of filing of, however, that and ending on the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to date ninety (90) days after following the first follow-on offering effective date of the Company’s Common Stock to the public that is registered under the Securities Act and follows a registration statement other than the Initial OfferingOffering in which such Initiating Investors or Initiating Founders had the right to participate pursuant to Section 2.3, including a registration statement in which the underwriters reduced the Holders' participation pursuant to Section 2.3(a); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (viv) 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 's intention to file a registration statement with respect to the Initial Offering make an offering described in (A) or (B) of clause (iii) within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) in any particular jurisdiction in which below or such shares may be sold without volume limitations under Rule 144 under 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 complianceSecurities Act.

Demand Registration. (a) 2.2.1. Subject to the conditions of this Section SECTION 2.2, if the Company shall receive a written request from (1) the Holders of not less more than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS;" such request, the "GENERAL DEMAND"), (2) High Ridge (such request, the "HIGH RIDGE DEMAND"), or (3) the Marsh Parties (such request, the "MARSH PARTIES DEMAND") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate offering price (before any underwriting discounts and commissions) to the public in excess of not less than $5,000,000 (or $7,500,000 if such requested registration is the initial public offering of securities of the Company made pursuant to a “Qualified Public Offering”registration statement), then the Company shall, within thirty (30) days of the receipt thereof, shall promptly give written notice of such request to all HoldersHolders of Registrable Securities, and subject to the limitations of this Section SECTION 2.2, the Company shall use its commercially reasonable diligent best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2. Unless the request under this Section 2.2 is made after the Company's Initial Offering, the Registrable Securities shall be distributed only by means of a firm commitment underwriting. If the Initiating Holders Holders, the Marsh Parties or High Ridge, as appropriate, intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable2.2.1. In such event, the right of any Holder to include 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, the Marsh Parties or High Ridge, as appropriate, and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Holders, the Marsh Parties or High Ridge, as appropriate, (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 (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 outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.the

Demand Registration. (a) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the third anniversary of the date first above written, a written request from the Holders of not less more than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding and having an aggregate offering price to the public in excess of not less than $5,000,000 (a “Qualified Public Offering”)5,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.2.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 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) or Section 2.4(a), as applicable2.2.1. In such event, the right of any Holder to include its his 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 securities through such underwriting shall 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). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (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 outstanding 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. A registration statement . 2.2.3 The Company shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer obligated to effect more than 25% of the total number of Registrable Securities that Holders have requested three (3) registrations pursuant to be included in such registration statement are actually includedthis Section 2.2. (c) 2.2.4 The Company shall not be required to effect 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 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) 2.2 during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on initial public offering of the Company’s Common Stock to 's common stock (the public that is registered under the Securities Act and follows the "Initial Offering; (v) "), provided that the Company is making reasonable and good faith efforts to cause such registration statement to become effective. In addition, the Company shall not be required to effect a registration pursuant to this Section 2.2 if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)2.2.1, the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;. (vi) if 2.2.5 Notwithstanding the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, 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, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once in any twelve (12) month one-year period; (viii) 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 (ix) 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.

Demand Registration. (a) (i) Subject to the conditions of this Section 2.2, if if, prior to June 30, 2001, the Company shall receive a written request from the Series D-E Holders of not less more than twentysixty-five six and two-thirds percent (2566-2/3%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Series D-E Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than $5,000,000 (a “Qualified Public Offering”)2,500,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Series D-E Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Series D-E Holders request to be registered. (bii) If the Initiating Series D-E Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 2.2(a) 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(a2.2(a)(i) or Section 2.4(a), as applicable. In such event, the right of any Series D-E Holder to include its Registrable Securities in such registration shall be conditioned upon such Series D-E Holder’s 's participation in such underwriting and the inclusion of such Series D-E Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Series D-E Holders and such Series D-E Holder) to the extent provided herein. All Series (i) Subject to the conditions of this Section 2.2, if, on or after June 30, 2001, the Company shall receive a written request from the Combined Holders of more than sixty-six and two-thirds percent (66-2/3%) of the Combined Registrable Securities then outstanding (the "Initiating Combined Holders") that the Company file a registration statement under the Securities Act covering the registration of Combined Registrable Securities having an aggregate offering price to the public in excess of $2,500,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Combined Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Combined Registrable Securities that the Combined Holders request to be registered. (ii) If the Initiating Combined Holders intend to distribute the Combined Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2(b) and the Company shall include such information in the written notice referred to in Section 2.2(b)(i). In such event, the right of any Combined Holder to include its Combined Registrable Securities in such registration shall be conditioned upon such Combined Holder's participation in such underwriting and the inclusion of such Combined Holder's Combined Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Combined Holders and such Combined Holder) to the extent provided herein. All Combined Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Combined Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2(b), if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Combined Registrable Securities) then the Company shall so advise all Combined Holders of Combined 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 Combined Holders of such Combined Registrable Securities on a pro rata basis based on the number of Combined Registrable Securities held by all such Combined Holders (including the Initiating Combined 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Combined Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect 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 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 on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.

Demand Registration. (a) Subject to Commencing on the conditions date which is six months after the Initial Public Offering (the "First Request Date") Schaxxxx xxx Cormxxx xxx make a written request, and commencing on the date which is the earlier of this Section 2.2(x) the First Request Date and (y) November 23, if 1997, the Company shall receive DLJ Entities may make a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”any 20 such requesting Person, a "Selling Securityholder") that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to Issuer effect the registration under the Securities Act of all or a portion of such Selling Securityholder's Registrable Stock, and specifying the intended method of disposition thereof. The Issuer will promptly give written notice of such requested registration (a "Demand Registration") at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Securityholders and thereupon will use its best efforts to effect, as expeditiously as possible, the registration under the Securities that Act of: (i) the Registrable Stock which the Issuer has been so requested to register by the Selling Securityholders, then held by the Selling Securityholders; and (ii) subject to Section 5.2, all other Registrable Stock which any other Securityholder entitled to request the Issuer to effect an Incidental Registration (as such term is defined in Section 5.2) pursuant to Section 5.2 (all such Securityholders, together with the Selling Securityholders, the "Holders") has requested the Issuer to register by written request received by the Issuer within 15 days after the receipt by such Holders request of such written notice given by the Issuer, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Stock so to be registered. (b; provided that, subject to Section 5.1(c) If hereof, the Initiating Holders intend Issuer shall not be obligated to distribute effect more than one Demand Registration for Schaxxxx xxx Cormxxx xxxlectively, on the Registrable Securities covered by their request by means of an underwritingone hand, they shall so advise and two Demand Registrations for the Company as a part of their request made DLJ Entities collectively, on the other hand, pursuant to this Section 2.2 5.1 other than any such Demand Registrations effected on Form S-3; and provided further that the Issuer shall not be obligated to effect a Demand Registration unless the Registrable Stock requested to be included in such Demand Registration constitutes at least 25% of the Common Stock then outstanding or to be issued upon conversion of the Notes and/or Series B Preferred Stock. In no event will the Issuer be required to effect more than two Demand Registrations on Form S-3 within any request pursuant to Section 2.4 and 12 month period. Promptly after the Company shall include such information in expiration of the written notice 15-day period referred to in Section 2.2(a5.1(a)(ii) or Section 2.4(a), as applicable. In such eventhereof, the right of any Holder Issuer will notify all the Holders to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of 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, 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 Demand Registration of the other Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that and the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have Stock requested to be included in such registration statement are actually included. (c) therein. The Company shall not be required to effect Selling Securityholders requesting a registration pursuant to under this Section 2.2: (i5.1(a) may, at any time prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining relating to such registration, revoke such request, without liability to any of the other Holders, by providing a written notice to the Initial Offering;Issuer revoking such request, in which case such request, so revoked, shall be considered a Demand Registration unless such revocation arose out of the fault of the Issuer, in which case such request shall not be considered a Demand Registration. Notwithstanding anything contained in this Agreement to the contrary, nothing herein shall be construed as requiring the Issuer to register any of its securities other than Common Stock. (iib) after the Company has effected two The Issuer will pay all Registration Expenses in connection with any Demand Registration. 21 (2c) registrations A registration requested pursuant to this Section 2.2, and such registrations 5.1 shall not be deemed to 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, effected unless the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; relating thereto (ivi) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered has become effective under the Securities Act and follows the Initial Offering; (vii) if within thirty has remained effective for a period of at least 90 days (30) days or such shorter period in which all Registrable Stock 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 included in such registration has actually been sold thereunder); provided that if after any registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration requested pursuant to this Section 2.2, a certificate signed by 15.1 becomes effective (i) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect the Company and its stockholders for such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (ii) less than 75% of the Registrable Stock included in such registration statement has been sold thereunder, such registration statement shall be at the sole expense of the Issuer and shall not be considered a Demand Registration, unless any such interference referred to be effected at such timein clause (i) of this proviso arose out of the fault of the Selling Securityholders, in which event the Company shall have the right to defer case such 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 together with the similar right pursuant to Section 2.4(b)(v) registration statement shall be exercised by the Company not more than once in any twelve (12) month period; (viii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to considered a request made pursuant to Section 2.4 below; or (ix) 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 complianceDemand Registration.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive at any time after the earlier of (i) May 31, 1998 or (ii) 180 days after the closing of the Company's initial registered public offering of Common Stock under the Securities Act of 1933, a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) then outstanding that the Company file a registration statement under the Act covering the registration of at least fifty percent (50%) of the Registrable Securities Act having an then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would equal or exceed $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.2subsection 1.2(b), effect as soon as practicable, and in any event within 120 days of the Company shall use its commercially reasonable efforts to effect receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, underwriting they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 1.2 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(asubsection 1.2(a), as applicable. In such event, the right of any Holder to include its his 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 securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) 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)Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.41.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require it requires a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company 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 to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders); provided, however, that the number Holders and any other holders of Common Stock entitled to registration rights whose shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding 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. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested Common Stock were to be included in such registration statement are actually includedstatement, in proportion (as nearly as practicable) to the amount of Common Stock of the Company owned by each such person. (c) The Company shall not be required is obligated to effect 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 hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected only two (2) such registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;1.2. (iiid) during Notwithstanding the period starting with the date of filing offoregoing, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.21.2, a certificate signed by 1) the Chairman President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be detrimental to the Company and its stockholders for such registration statement to be effected at filed and it is therefore reasonable to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once in any twelve (12) month period;. (viiie) if If within thirty (30) days after the Initiating Holders propose request to dispose of shares of Registrable register Registerable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) in any particular jurisdiction in which the Company would be required gives notice that it intends to qualify initiate an initial firmly underwritten registered public offering within forty-five (45) days of the time of the request, then the Company shall have the right to do business or to execute a general consent to service of process in effecting defer such registrationfiling, qualification or complianceprovided that it initiates such public offering such filing within such forty-five (45) day period.