Common use of Demand Registration Clause in Contracts

Demand Registration. (i) If the Corporation receives at any time after six (6) months following the effective date of the Corporation’s initial public offering, a written request from the Demand Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Corporation file a registration statement under the Securities Act covering the registration of the Registrable Securities, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such request to all Demand Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f); (ii) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 5(f) and the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof. In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision of this Section 5(f), if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (iv) Notwithstanding the foregoing, if the Corporation furnishes to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f).

Demand Registration. (i) If Subject to the Corporation receives restrictions of this Section 1.1, at any time after the earlier of thirty-six (636) months after the date of this Agreement or one hundred eighty (180) days following the effective date of the Corporation’s initial public offeringa Qualified IPO, a written request from the Demand Holders of at least twenty-five Investors holding not less than twenty percent (2520%) of the then outstanding Registrable Securities then outstanding shall have the right, by written notice to the Company, to request that the Corporation file a registration statement Company register the Registrable Securities under the Securities Act covering the registration of the Registrable Securities, then the Corporation Act. The Company shall, within ten (10) business days after of the receipt thereofof such notice, give written notice of such request to all Demand HoldersHolders and shall, and effectsubject to the limitations of Section 1.1(b) below, use its best efforts to effect as soon as practicable, practicable the registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered and included within twenty (20) days of the mailing of such notice by the Company. Any registration of Registrable Securities pursuant to a Registration Statement in such registration, subject only to the limitations of accordance with this Section 5(f);1.1 is sometimes referred to herein as a “Demand Registration.” (iia) If the Demand Holders initiating Holder(s) requesting the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 1.1 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof1.1(a). In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. The managing underwriter or underwriters in such underwriting shall be selected by the Initiating Holders, subject to the approval of the Company (such approval not to be unreasonably withheld) and prior written acceptance of such underwriter or underwriters by the Initiating Holders. All Demand Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for so selected; provided, however, that no such Holder shall be required to make any representations or warranties except as they relate to such Holder’s ownership of Registrable Securities and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to net proceeds from the offering received by the Corporationsuch Holder. Notwithstanding any other provision of this Section 5(f)1.1, if the underwriter(s) advise(s) underwriter advises the Corporation Company or the Initiating Holders in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among all Holders thereof, including the Demand Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities being sold in the underwriting by each such Holder; provided, however, that no securities other than Registrable Securities shall be covered by such registration. (b) Holders of Registrable Securities on a pro rata basis according shall be entitled to the number an aggregate of Registrable Securities then outstanding held by each only two (2) Demand Holder requesting registration (including the Initiating Holders)Registrations under this Agreement; provided, however, that the number of shares of Company shall be obligated to effect as many registrations as may be requested by the Holders in the event and so long as a registration pursuant to Form S-3 or any similar “short-form” registration statement is available, provided that (i) such request must cover Registrable Securities to be included in such underwriting and registration shall not be reduced unless all which, together with other securities of the Corporation Company entitled to inclusion in such registration, are proposed to be sold at an aggregate price to the public of not less than two million dollars ($2,000,000), and other stockholders are first entirely excluded from (ii) the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting Company shall not be withdrawn from the registration. (iii) The Corporation is obligated to effect only any such registration until the next calendar year if the Company has effected two (2) such registrations on Form S-3 (or its then equivalent) pursuant to this Section 5(f)1.1(b) in a calendar year. (ivc) Notwithstanding A registration will not count as a Demand Registration until the foregoingrelated Registration Statement has been declared effective by the Commission. The Registration Statement relating to the Demand Registration shall remain effective for up to six (6) months. In any registration initiated as a Demand Registration, the Company will pay all Registration Expenses (as defined in Section 1.6 hereof) in connection therewith, whether or not it becomes effective; provided that if the Holders of a majority of the Registrable Securities covered by a Registration Statement which has been filed (or which the Company notifies such Holders it is prepared to file within five days) but not yet become effective shall cause or request the Company to withdraw (or cease the preparation of) any such Registration Statement, the Holders of a majority of the Registrable Securities covered by such Registration Statement may thereafter request the Company to reinstate (or recommence preparation of) such Registration Statement, if permitted under the Corporation furnishes Securities Act, or to file another Demand Holders requesting Registration, in accordance with the procedures set forth herein, only upon agreeing in writing to reimburse the Company for all Registration Expenses over and above those Registration Expenses which the Company would not have incurred had such initial Demand Registration not been withdrawn. (d) The Company shall not be required to undergo or pay for any special audit to effect any Registration Statement under this Section 1.1, and if such a special audit would be required in order to file or effect a registration hereunder, the Company shall be entitled to delay the filing or effectiveness of such Registration Statement until a registration statement pursuant to this Section 5(f) a certificate signed by reasonable period of time following the President or Chief Executive Officer completion of an audit in the ordinary course of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would Company’s activities. (e) The Company shall be seriously detrimental entitled to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing postpone for a reasonable period of time, but not more than one hundred and twenty in excess of ninety (12090) calendar days after receipt of the request of from the Initiating Holders, filing of any Registration Statement otherwise required to be prepared and filed by it if the Company, at the time it receives a request for registration, reasonably and in good faith believes that it would be materially disadvantageous to the Company for such filing to be made at the time requested; provided, however, that the Corporation may Company will not utilize this right more than once in any twelve (12) month period. (vf) All expenses incurred The Company shall not be obligated to file a Registration Statement during (i) the period ending one hundred eighty (180) days after the effective date of the Company’s initial Registration Statement, or (ii) the ninety (90)-day period following the effectiveness of any other Registration Statement filed by the Company in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements an underwritten offering of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)securities.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 3.1, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from (i) BLUM Holders holding not less than 25% of the Demand Xxxxstrable Securities then outstanding held by the BLUM Holders, (ii) FS Holders of at least twenty-five percent (holding not less xxxn 25%) % of the Registrable Securities then outstanding held by the FS Holders or (iii) DLJ Holders holding not less than 50% of the Registrable Securities then outstanding held by the DLJ Holders, that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable Securities, then the Corporation Company shall, within ten five (105) business days after of the receipt thereof, give written notice of such request to all Demand Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and intended disposition of such Registrable Securities. The Company, subject to the limitations of this Section 3.1, must use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which that the Demand Holders request to be registered and included in accordance with this Section 3.1 together with any other securities of the Company entitled to inclusion in such registration, subject only to the limitations of this Section 5(f);. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 3.1 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof3.1(a). In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CorporationInitiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)3.1, if the underwriter(s) advise(s) managing underwriter advises the Corporation Company in writing that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities) because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among participating Holders, (i) first among the Demand Initiating Holders of Registrable Securities as nearly as possible on a pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Initiating Holders and (including ii) second to the Initiating Holders); provided, however, that the number of shares of extent all Registrable Securities requested to be included in such underwriting and registration shall not be reduced unless by the Initiating Holders have been included, among the Holders requesting inclusion of Registrable Securities in such underwritten offering (other than the Initiating Holders), as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registrationsuch Holders. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be required to effect a registration pursuant to this Section 3.1: (i) prior to the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Public Offering; (ii) in the case of (x) a registration requested by BLUM Holders pursuant to Section 3.1(a)(ii), axxxx the Company has effected six (6) registrations requested by BLUM Holders pursuant to such Section, (y) a rxxxxtration requested by FS Holders pursuant to Section 3.1(a)(ii), after the Company has effected three (3) registration requested by FS Holders pursuant to such Section, and (z) a registration requested by DLJ Holders pursuant to Section 3.1(a)(ii), after the Company has effected one (1) registration requested by DLJ Holders pursuant to such Section, and in the case of each of the foregoing clauses (x), (y) and (z), such registrations have been declared or ordered effective; (iii) The Corporation is obligated if the anticipated aggregate gross proceeds to effect only two be received by such Holders are less than $2,000,000; (2iv) if within five (5) days of receipt of a written request from the Initiating Holders pursuant to Section 3.1(a), the Company in good faith gives notice to the Initiating Holders of the Company's intention to make a public offering within ninety (90) days in which case Section 3.2 shall govern; provided that if the Company does not file a registration statement under the Securities Act relating to such registrations public offering within such ninety (90) day period (such 90 day period being referred to herein as the "Relevant Period") the Company shall be prohibited from delivering additional notices pursuant to this Section 5(f).3.1(c)(iv) until the 181st day following the last day of the Relevant Period; or (ivv) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 3.1, a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationBoard, it would be seriously detrimental to the Corporation and its stockholders Company for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that the Corporation may Company shall not utilize defer filings pursuant to this right clause (v) more than once an aggregate of ninety (90) days in any twelve (12) month period. (vd) All expenses incurred in connection with a The Company shall select the registration statement form for any registration pursuant to this Section 5(f)3.1, including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for but shall cooperate with the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request requests of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, Initiating Shareholders or prospects of the Corporation not known managing underwriters selected by them as to the Demand Holders at the time inclusion therein of their request for information not specifically required by such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)form.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable SecuritiesSecurities then outstanding (so long as the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $40,000,000), then the Corporation shallCompany shall use its best efforts, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationHolders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Company’s Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof)., other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoing, Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the CorporationBoard, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) month period.; (vvi) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (ia) If the Corporation receives Company shall receive at any time after the earlier of (1) May 9, 2006, and (2) six (6) months following after the effective date of the Corporation’s Company's initial public offering, a written request notice from the Demand Preferred Holders constituting the holder(s) of at least twenty-five fifty percent (2550%) of the Outstanding Registrable Securities then outstanding held by Preferred Holders requesting that the Corporation file Company effect a registration statement under the Securities Act covering the registration with respect to all or a part of the Registrable SecuritiesSecurities held by such Preferred Holder or Preferred Holders, then the Corporation Company shall, : (i) within ten (10) business days after of the receipt thereof, give written notice of such request to all Demand Preferred Holders, and effect, ; and (ii) effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Demand Preferred Holders request to be registered and included (by notice to the Company within thirty (30) days of the mailing of the notice sent by the Company in such registrationaccordance with Section 3.2(a)(i)), subject only to the limitations of this Section 5(fSubsection 3.2(b);. (iib) If the Demand Preferred Holders initiating the registration request under this Section 5(f) hereunder (“"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(fsubsection 3.2(a) and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereofsubsection 3.2(a). 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 Demand Preferred Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Preferred Holder’s 's participation in such underwriting and the inclusion of such Demand Preferred Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Preferred Holder) to the extent provided herein. All Demand Preferred Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 3.5(e)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporationunderwriting. Notwithstanding any other provision of this Section 5(f)3.2, if the underwriter(s) advise(s) underwriter advises the Corporation Company in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Company shall also so advise all Demand Preferred 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 reduced as required by the underwriter(s) and allocated among the Demand all Preferred Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Preferred 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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Preferred Holders requesting the filing of a registration statement pursuant to this Section 5(f) 3.2 a certificate signed by the President or Chief Executive Officer of the Corporation Company stating that in the good faith judgment of the Board of Directors of the Corporation, Company it would be seriously detrimental to the Corporation Company and its stockholders for such a registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation 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 Corporation . This deferral right may not utilize this right be exercised by the Company more than once in any twelve (12) -month period. (vd) All expenses incurred in connection with a In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for 3.2 after the Corporation, and of one counsel for the participating Demand Holders Company has effected two (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration 2) registrations on Form S-1 pursuant to this Section 5(f3.2 and such registration statements have been declared or ordered effective and the sales of Registrable Securities under such registration statements have closed. (e) No incidental right under this Section 3.2 shall bear its proportionate share of all discounts, commissions or other amounts payable be construed to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of limit any registration proceeding begun pursuant to this required under Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, 3.3 or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)3.4 herein.

Demand Registration. (ia) If the Corporation receives If, at any time after six (6) months following the Applicable Date, the Shelf Registration Statement is not effective date of or otherwise available, the Corporation’s initial public offering, Investor may request in a written request from notice to the Demand Holders Company (the “Request”) that the Company effect the registration under the Securities Act of at least twenty-five percent (25%) some or all of the Registrable Securities then outstanding owned by the Investor; provided, however, that the Corporation file Company will not be required to effect more than one registration pursuant to this Section. Following the receipt of a registration statement under Request, the Securities Act covering the registration of the Registrable Securities, then the Corporation Company shall, within ten (10) business days after subject to the receipt thereoflimitations of this Section 2, give written notice of such request use its commercially reasonable efforts to all Demand Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which that the Demand Holders request Investor requests to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend Investor intends to distribute the Registrable Securities covered by their its request by means of an underwritingunderwritten offering, they it shall so advise the Corporation Company as a part of their its request made pursuant to this Section 5(f) and the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof2.3. In such event, the right of any Demand Holder the Investor to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holderthe Investor’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting The Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationInvestor (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.3, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities), then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders)Investor; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall will not be reduced unless all other securities of the Corporation and other stockholders Company (including those that are entitled by contract or otherwise to be included therein) are first entirely excluded from the such underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoing, if the Corporation furnishes to Demand Holders requesting the filing of Company may postpone having a registration statement pursuant to this Section 5(f2.3 declared effective for a reasonable period not to exceed forty-five (45) a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment of consecutive trading days if the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period determined in good faith because of valid business reasons (not more than one hundred and twenty (120) days after receipt including avoidance of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(fCompany’s obligations hereunder), including without limitationlimitation the acquisition or divestiture of assets, all federal capital raising activities, pending corporate developments and “blue sky” registration and qualification feessimilar events, printers’ and accounting fees, fees and disbursements that postponing effectiveness is in the best interests of counsel for the CorporationCompany, and prior to postponing the effectiveness the Company provides the Investor with written notice of one counsel for such postponement, which notice need not specify the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request nature of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known event giving rise to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)postponement.

Demand Registration. (a) If the Company shall receive at any time not earlier than the earlier of (i) If four (4) years after the Corporation receives at any time after date of this Agreement and (ii) six (6) months following after the effective date of the Corporation’s initial first registration statement for a public offeringoffering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a transaction pursuant to Rule 145 under the Act) a written request from the Demand Series F Requisite Investors (as defined in the Purchase Agreement), that the Company register for sale under the Act all or any portion of the shares of Registrable Securities held by such Holders of at least twenty-five percent having an aggregate anticipated price to the public (25%before any underwriters’ discounts or commissions) of the Registrable Securities then outstanding that the Corporation file a registration statement under the Securities Act covering the registration of the Registrable Securities, then the Corporation shall, not less than $5,000,000: (i) within ten (10) business days after the receipt thereof, give written notice of such request to all Demand Holders, and effect, ; and (ii) use its reasonable best efforts to file as soon as practicable, practicable the registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered and included in such registrationregistered, subject only to the limitations of this Section 5(f1.2(b);. (iib) If the Demand Holders initiating the registration request under this Section 5(f) hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f1.2(a) and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof1.2(a). 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 Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporationunderwriting. Notwithstanding any other provision of this Section 5(f)1.2, if the underwriter(s) advise(s) underwriter advises the Corporation Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Initiating Holders shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant heretoto this Agreement, and the number of shares of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (all 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 underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting underwriting. For purposes of the preceding sentence concerning allocation, for any Holder that is a partnership or corporation, the partners, retired partners and registration. Any Registrable Securities excluded stockholders of such Holder, or the estates and withdrawn from family members of any such underwriting partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be withdrawn from deemed to be a single “Holder”, and any pro rata reduction with respect to such Holder shall be based upon the registrationaggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, as defined in this sentence. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 1.2, a certificate signed by the President or Chief Executive Officer of the Corporation Company stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementstatement should therefore be delayed, then the Corporation Company shall have the right to defer delay taking action with respect to such filing for a period two periods of not more than one hundred and twenty sixty (12060) days each in any twelve (12) month period after receipt of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (vd) All expenses incurred in connection with a In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for 1.2: (i) After the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration Company has effected two registrations pursuant to this Section 5(f1.2 and such registrations have been declared or ordered effective; (ii) shall bear its proportionate share During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all discounts, commissions or other amounts payable reasonable efforts to underwriters or brokers in connection with such offering. Notwithstanding cause the foregoing, Section 1.3 registration statement to become effective; or (iii) If the Corporation shall not Initiating Holders propose to dispose of shares of Registrable Securities that may be required to pay for any expenses of any registration proceeding begun immediately registered on Form S-3 pursuant to this Section 5(f) if the registration a request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights made pursuant to this Section 5(f)1.12 below.

Demand Registration. (ia) If Subject to the Corporation receives at any time conditions of this Section 2.2, if after six (6) months following the effective date of hereof, the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders 1818 Fund, acting on behalf of at least twenty-five percent (25%) of the one or more 1818 Fund Securityholders holding Registrable Securities then outstanding that the Corporation Company file a registration statement under the Securities Act covering the registration of (i) at least twenty percent (20%) of the then outstanding Registrable SecuritiesSecurities held by the 1818 Fund Securityholders or (ii) Registrable Securities having an aggregate offering price to the public in excess of $5,000,000, then the Corporation shall, Company shall (x) within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand HoldersHolders and (y) subject to the limitations of this Section 2.2, and use its best efforts to effect, as soon as practicable, but not later than sixty (60) days, the registration under the Securities Act of all Registrable Securities which that the Demand Holders request to be registered and registered, provided that no Registrable Securities (other than those held by 1818 Fund Securityholders) shall be included in any such registration, subject only to the limitations of this Section 5(f);. (iib) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend 1818 Fund intends to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof2.2(a). In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders 1818 Fund and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by 1818 Fund (which underwriter or underwriters shall be reasonably acceptable to the CorporationCompany). Notwithstanding any other provision of this Section 5(f)2.2, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Holders (including the Initiating Holders1818 Fund); 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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registrationpursuant to Section 2.2(a). Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) after the Company has effected two (2) registrations pursuant to Section 2.2(a) 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 5(f).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; (ivii) Notwithstanding during the foregoingperiod starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; or (iii) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2, a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of 1818 Fund; provided that such right to delay a request shall be exercised by the Initiating Holders; provided, however, that the Corporation may Company not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f).

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.1, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Initiating Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable SecuritiesSecurities resulting in net offering proceeds of at least $30,000,000, then the Corporation shall, within ten Company will (10x) business days after the receipt thereof, promptly give written notice of such request the requested registration to all Demand HoldersHolders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and effectall Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within 30 days after receipt by such Holder or Holders of initial written notice from the Company, as soon as practicable, the registration to be registered under the Securities Act within 90 days of all Registrable Securities which the Demand Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);request. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they then the Initiating Holders shall so advise the Corporation Company as a part of their written request made pursuant to this Section 5(f) 2.1 or any request pursuant to Section 2.3, and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.1(a) hereofor Section 2.3(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand The Company shall (together with all Holders proposing to distribute their securities Registrable Securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationCompany (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 5(f)2.1 or Section 2.3, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities), then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only two a registration pursuant to this Section 2.1: (2i) such prior to the earlier of December 31, 2014 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 5(f).2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statement has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; (iii) during the period starting with the date of filing of, and ending on the date 180 days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) Notwithstanding if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the foregoing, Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within 90 days; (v) if the Corporation furnishes Company shall furnish to Demand the Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.1, a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board of Directors of the Company (the “Board”) stating that that, in the good faith judgment of the Board of Directors of the CorporationBoard, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once twice in any twelve (12) 12 month period.; (vvi) All expenses incurred in connection with if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 5(f), including without limitation, all federal 2.1 and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)has been declared or ordered effective.

Demand Registration. (a) Following the earlier of (i) If November 8, 2013, or (ii) six months after the Corporation receives at any time after six (6) months following the effective date initial listing or quotation of the CorporationCompany’s initial public offeringCommon Stock on any National Securities Exchange, and subject to the conditions of this Section 2.2, if (i) the Company shall receive a written request from the Demand Holders of at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of Registrable Securities then outstanding, and (ii) if the anticipated gross aggregate offering price, without regard to any underwriting discounts and commissions of the Registrable SecuritiesSecurities being registered, would exceed $1,000,000 (a “Qualified Public Offering”), then the Corporation Company shall, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, effect, as soon expeditiously as practicablereasonably possible, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationHolders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) after the Company has effected two (2) such registrations pursuant to this Section 5(f).2.2, and such registrations have been declared or ordered effective; (ivii) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) month period.; (viii) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (iv) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) holding not less than a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement with respect to all or part of the Preferred Registrable Securities under the Securities Act covering the registration with an anticipated aggregate offering price of the Registrable Securitiesat least US$7,000,000, then the Corporation Company shall, within ten (10) business calendar days after of the receipt thereof, give written notice of such request to all Demand HoldersHolders of Registrable Securities, and and, subject to the limitations of this Section 2.2, use its reasonable best efforts to effect, as soon expeditiously as practicablereasonably possible, the registration under the Securities Act of all Preferred Registrable Securities which that the Demand Holders request to be registered pursuant to and in accordance with this Agreement. (b) Notwithstanding the foregoing, if no Preferred Registrable Securities held by Series A-2 Investors are included in an Initial Public Offering, whether as a consequence of their own election, a determination made by the managing underwriter of the Initial Public Offering or for any other reason, Holders holding not less than a majority of the Series A-2 Preferred then outstanding (the “Initiating A-2 Holders”) may by written notice to the Company request that the Company file a registration statement with respect to all or part of the Preferred Registrable Securities held by the Series A-2 Investors under the Securities Act with an anticipated aggregate offering price of at least US$7,000,000. The Company shall, within ten (10) calendar days of the receipt of such registrationnotice, give written notice of such request to all Holders of Registrable Securities, and, subject only to the limitations of this Section 5(f); (ii) If the Demand Holders initiating 2.2, use its reasonable best efforts to effect, as expeditiously as reasonably possible, the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Securities Act of all Preferred Registrable Securities covered by their that the Series A-2 Investors request by means of an underwriting, they to be registered pursuant to and in accordance with this Agreement. The Company shall so advise the Corporation as not be required to effect or take any action to effect a part of their request made registration pursuant to this Section 5(f2.2(b): (i) after the Company has effected one (1) such registration and such registration has been declared and ordered effective (which, for purposes of this Agreement, shall mean that the Corporation registration shall include such information in the written notice referred to in Section 5(f)(ihave been continuously effective for one hundred eighty (180) hereof. In such eventcalendar days, the right of any Demand Holder to include such Demand Holder’s or until all Preferred Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting covered thereby have been sold, if earlier); or (unless otherwise mutually agreed by a majority in interest of ii) if the Initiating A-2 Holders and such Demand Holder) propose to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision dispose of this Section 5(f), if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Preferred Registrable Securities that may be included in immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below and the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders Company promptly takes all actions necessary to effect a registration of all requesting Series A-2 Investors’ Preferred Registrable Securities on a pro rata basis according pursuant to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationSection 2.4 below. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoingprovisions of Section 2.2(a) and Section 2.2(b) above, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer of the Corporation Company (A) stating that in the Board’s good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation Company and its stockholders for such a registration statement to be filed in the near future, and it is therefore essential to defer (B) setting forth in reasonable detail the filing of reasons for such registration statementjudgment, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Holders or the Initiating A-2 Holders, as applicable; provided, however, that the Corporation Company may not utilize this right more than once in any twelve (12) twelve-month period. (vd) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation The Company shall not be required to pay for effect or take any expenses of any action to effect a registration proceeding begun pursuant to Section 2.2(a): (i) after the Company has effected one (1) registration prior to January 20, 2009, pursuant to Section 2.2(a), and such registration has been declared and ordered effective (which, for purposes of this Section 5(f) if Agreement, shall mean that the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the shall have been continuously effective for one hundred eighty (180) calendar days, or until all Preferred Registrable Securities to be registered; providedcovered thereby have been sold, howeverif earlier), that if at in which case the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders Company shall not be required to pay effect or take any of such expenses and shall retain their rights action to effect another registration pursuant to this Section 5(f2.2(a) until on or after January 20, 2009; (ii) after the Company has effected two (2) registrations from and after January 20, 2009 pursuant to Section 2.2(a), if the Company effected one (1) registration prior to January 20, 2009 pursuant to Section 2.2(a), and all such registrations effected by the Company have been declared and ordered effective; (iii) after the Company has effected three (3) registrations from and after January 20, 2009 pursuant to Section 2.2(a), if the Company did not effect any registrations prior to January 20, 2009 pursuant to Section 2.2(a), and all such registrations effected by the Company have been declared and ordered effective; (iv) if the Company, within ten (10) days of its receipt of the request from the Initiating Holders provided for in Section 2.2(a), provides written notice to all Initiating Holders of its intent to file a registration statement for its Initial Public Offering within sixty (60) days (provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective); or (v) if the Initiating Holders propose to dispose of Preferred Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below and the Company promptly takes all actions necessary to effect a registration of all requesting Holders’ Preferred Registrable Securities pursuant to Section 2.4 below; provided that any registration of a requesting Holder’s Preferred Registrable Securities pursuant to Section 2.4 shall not constitute a demand for registration pursuant to Section 2.2(a) or Section 2.2(b).

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 3.1, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand (i) XXXX Holders of at least twenty-five percent (holding not less than 25%) % of the Registrable Securities then outstanding held by the XXXX Holders, (ii) FS Holders holding not less than 25% of the Registrable Securities then outstanding held by the FS Holders or (iii) DLJ Holders holding not less than 25% of the Registrable Securities then outstanding held by the DLJ Holders, that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable Securities, then the Corporation Company shall, within ten five (105) business days after of the receipt thereof, give written notice of such request to all Demand Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and intended disposition of such Registrable Securities. The Company, subject to the limitations of this Section 3.1, must use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which that the Demand Holders request to be registered and included in accordance with this Section 3.1 together with any other securities of the Company entitled to inclusion in such registration, subject only to the limitations of this Section 5(f);. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 3.1 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof3.1(a). In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CorporationInitiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)3.1, if the underwriter(s) advise(s) managing underwriter advises the Corporation Company in writing that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities) because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among participating Holders, (i) first among the Demand Initiating Holders of Registrable Securities as nearly as possible on a pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Initiating Holders and (including ii) second to the Initiating Holders); provided, however, that the number of shares of extent all Registrable Securities requested to be included in such underwriting and registration shall not be reduced unless by the Initiating Holders have been included, among the Holders requesting inclusion of Registrable Securities in such underwritten offering (other than the Initiating Holders), as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registrationsuch Holders. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be required to effect a registration pursuant to this Section 3.1: (i) prior to the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Public Offering; (ii) in the case of (x) a registration requested by XXXX Holders pursuant to Section 3.1(a)(ii), after the Company has effected six (6) registrations requested by XXXX Holders pursuant to such Section, (y) a registration requested by FS Holders pursuant to Section 3.1(a)(ii), after the Company has effected three (3) registration requested by FS Holders pursuant to such Section, and (z) a registration requested by DLJ Holders pursuant to Section 3.1(a)(ii), after the Company has effected one (1) registration requested by DLJ Holders pursuant to such Section; (iii) The Corporation is obligated if the anticipated aggregate gross proceeds to effect only two be received by such Holders are less than $2,000,000; (2iv) if within five (5) days of receipt of a written request from the Initiating Holders pursuant to Section 3.1(a), the Company in good faith gives notice to the Initiating Holders of the Company's intention to make a public offering within ninety (90) days in which case Section 3.2 shall govern; provided that if the Company does not file a registration statement under the Securities Act relating to such registrations public offering within such ninety (90) day period (such 90 day period being referred to herein as the "Relevant Period") the Company shall --------------- be prohibited from delivering additional notices pursuant to this Section 5(f).3.1(c)(iv) until the 181st day following the last day of the Relevant Period; or (ivv) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 3.1, a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationBoard, it would be seriously detrimental to the Corporation and its stockholders Company for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that the Corporation may Company shall not utilize defer filings -------- pursuant to this right clause (v) more than once an aggregate of ninety (90) days in any twelve (12) month period. (vd) All expenses incurred in connection with a The Company shall select the registration statement form for any registration pursuant to this Section 5(f)3.1, including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for but shall cooperate with the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request requests of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, Initiating Shareholders or prospects of the Corporation not known managing underwriters selected by them as to the Demand Holders at the time inclusion therein of their request for information not specifically required by such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)form.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.1, if the effective date of the Corporation’s initial public offering, Company ----------- shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding Shares (determined on an as-if converted basis) (the "Initiating Holders") that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable SecuritiesSecurities (a "Demand Registration"), then the Corporation Company shall, within ten (10) business 15 days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.1, ----------- use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities for which the Demand Company has received written requests for inclusion therein within 15 days after receipt by the Holders request of such Company notice. All registrations pursuant to be registered and included in such registration, subject only to the limitations of this Section 5(f);------- 2.1 shall be underwritten registrations. --- (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of other than an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.1 or any request pursuant to Section 2.3 and the Corporation ----------- ----------- Company shall include such information in the written notice referred to in Section 5(f)(i2.1(a) hereofor Section 2.3(a), as applicable. In such eventthe event of an underwritten -------------- -------------- offering, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CorporationInitiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.1 or Section 2.3, if the underwriter(s) advise(s) ----------- ----------- underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (i) after the Company has effected two Demand Registrations pursuant to and in accordance with this Section 2.1, and such ----------- registrations have been declared or ordered effective, provided that if as a result of the managing underwriter's advice, less than two thirds of the Registrable Securities covered by the Registration request are included in the registration at the effective date thereof, the request shall not be considered a Demand Registration which has been effected for purposes of this Section ------- 2.1 (c) (i). --------- (ii) during the period starting with the date of filing of, and ending on the date 90 days following the effective date of the registration statement pertaining to a public offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) The Corporation is obligated if within 30 days of receipt of a written request from Initiating Holders pursuant to effect only two (2) such registrations Section 2.1(a), the Company gives written notice -------------- to the Holders of the Company's intention to file a registration statement with respect to a public offering within 30 days; provided that a delay pursuant to this Section 5(f2.1(c)(iii)., subject to Section 2.1(c)(ii), shall be no longer than ------------------- ------------------ 90 days; (iv) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.1 a certificate signed by the President or Chief Executive Officer ----------- Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such time because such registration statementwould require premature public disclosure with respect to pending confidential matters, then in which event the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) -month period.; or (vd) All expenses incurred The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period beginning on the effective date of the Registration Statement for a Demand Registration, unless the underwriters managing such offering otherwise agree, and (ii) to cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Company at any time after the date of this Agreement (other than in connection with a registration registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to this Section 5(fRule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for unless the Corporation, and of one counsel for underwriters managing the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)registered public offering otherwise agree.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable SecuritiesSecurities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Corporation Company shall, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, effect, as soon expeditiously as practicablereasonably possible, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationHolders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f).2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoingCompany gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once twice in any twelve (12) month period.; (vvi) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of a majority of the Registrable SecuritiesSecurities then outstanding and for which the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, then the Corporation Company shall, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, use reasonable best efforts to effect, as soon expeditiously as practicablereasonably possible, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationCompany, subject to the approval of the Holders of at least fifty-five percent (55%) of the Registrable Securities held by all Initiating Holders, which approval shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities), then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof).; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within thirty (30) days after receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoing, Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) month period.; (vvi) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (a) If at any time the Company shall receive (i) If a written Purchaser Request or (ii) without limiting the Corporation receives at any time after six (6) months following the effective date rights of the Corporation’s initial public offeringPurchaser Holders under clause (i) to submit a Purchaser Request, a written request from after the Demand Holders earlier of at least twenty(A) the first date on which (1) the Ares Significant Investor owns less than one-five third of the Registrable Securities owned by Ares and its Affiliates on the Closing Date, (2) the PEP Significant Investor owns less than fifty percent (2550%) of the Registrable Securities then outstanding that owned by PEP and its Affiliates on the Corporation file a registration statement under Closing Date and (3) the Securities Act covering the registration Xxxxx Significant Investor owns less than fifty percent (50%) of the Registrable SecuritiesSecurities owned by Xxxxx and its Affiliates on the Closing Date or (B) a Qualified Public Offering, a written Registration Request, then the Corporation Company shall, within ten (10) business days after of the receipt thereof, give written notice of such request to all Demand HoldersHolders and, subject to the limitations of Section 3(b) below, shall use its reasonable best efforts to prepare and effect, as soon as practicable, the registration under the Securities Act of file a Registration Statement with respect to all Registrable Securities which the Demand applicable Holders request to be registered within ten (10) days of the mailing of such notice by the Company, in accordance with Section 8(g) below, and included in use its commercially reasonable efforts to cause such registration, subject only Registration Statement to be declared effective under the limitations of this Section 5(f);Securities Act as promptly as possible after the filing thereof. (iib) If the Demand applicable Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwriting (whether it is on a firm commitment or best efforts (i.e., registered direct) basis), they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 3 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof3(a). In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders participating in the underwriting and such Demand 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 Demand Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(n)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the Corporationunderwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 5(f)3, if the underwriter(s) advise(s) the Corporation in writing managing underwriter advises a Holder that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Holder shall also so advise the Company and the Company shall so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced allocated as required by follows: (i) first, among any such Holder(s) that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the underwriter(s) and allocated among the Demand Holders aggregate number of Registrable Securities on held by all such Holders, until such Holders have included in the underwriting all Registrable Securities requested by such Holders to be included and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the number of shares of Common Stock owned by such holders. Without the consent of a pro rata basis according majority in interest of the Holders participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities then outstanding held covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. (c) The Company shall be obligated to effect not more than four (4) registrations for each Demand Holder requesting Significant Investor (and only if each such registration (including the Initiating Holders); provided, however, that the number of shares of would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Common Stock on the Trading Market on the Trading Day immediately preceding the date of the Purchaser Request) pursuant to be included in such underwriting and registration Purchaser Requests under this Section 3 (an offering which is not consummated shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to counted for this Section 5(fpurpose). (ivd) Notwithstanding the foregoing, if the Corporation furnishes Company shall not be obligated to Demand Holders requesting the filing of file a registration statement Registration Statement pursuant to this Section 5(f3, (i) during the ninety (90) day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the applicable Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Corporation Company stating that that, in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental the Board has determined to file a registration statement relating to the Corporation public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within thirty (30) days of the Purchaser Request or the Registration Request, as the case may be, during the period commencing on the date of such notice and its stockholders for ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement to be filed and it is therefore essential to defer or (C) ninety (90) days after the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that in the Corporation case of clause (ii) 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. (ve) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at Company shall furnish to the request applicable Holders a certificate signed by the chief executive officer of the Demand Holders Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders by reason of a majority material pending or imminently prospective transaction or development and therefore suspending such Registration Statement’s effectiveness is essential, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) days in the aggregate after receipt of the Registrable Securities to be registeredPurchaser Request or the Registration Request, as the case may be; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change Company may not utilize this right more than twice in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)twelve (12) month period.

Demand Registration. (ia) If the Corporation receives at any time after six (6) months following the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding Purchaser Request that the Corporation Company file a registration statement Registration Statement under the Securities Act covering the registration of the Registrable SecuritiesAct, then the Corporation Company shall, within ten (10) business days after of the receipt thereof, give written notice of such request to all Demand HoldersHolders and, and effectsubject to the limitations of Section 3(b) below, shall file (as soon expeditiously as practicable, and in any event within thirty (30) days of the registration receipt of such request) and use its commercially reasonable commercially reasonable efforts to have declared effective, a Registration Statement under the Securities Act of with respect to all Registrable Securities which the Demand Holders request to be registered and included within ten (10) days of the mailing of such notice by the Company in such registration, subject only to the limitations of this accordance with Section 5(f);8(g) below. (iib) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 3 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof3(a). In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders participating in the underwriting and such Demand 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 Demand 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 managing underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the Corporationunderwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 5(f)3, if the underwriter(s) advise(s) the Corporation in writing underwriter advises a Holder that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Holder shall also so advise the Company and the Company shall so advise all Demand 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 reduced allocated as required follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriter(sunderwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and allocated among have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Demand amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders of Registrable Securities on participating in a pro rata basis according registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities then outstanding held covered by each Demand Holder requesting such registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting and registration shall not be reduced unless all other securities would adversely impact the marketing of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationoffering. (iiic) The Corporation is Company shall be obligated to effect only two (2) registrations (and only if such registrations 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 5(f3 (an offering which is not consummated shall not be counted for this purpose). (ivd) Notwithstanding the foregoing, if the Corporation furnishes Company shall not be obligated to Demand Holders requesting the filing of file a registration statement Registration Statement pursuant to this Section 5(f3 (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Corporation Company stating that that, in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental the Board has determined to file a registration statement relating to the Corporation public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such notice and its stockholders for ending upon the earliest of (i) effectiveness of such registration statement , (ii) a decision by the Company not to be filed and it is therefore essential to defer pursue effectiveness of such registration statement or (iii) 90 days after the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that in the Corporation case of clause (ii) 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. (ve) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at Company shall furnish to the request Holders a certificate signed by the chief executive officer of the Demand Holders Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a majority material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement’s effectiveness, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) days in aggregate after receipt of the Registrable Securities to be registeredPurchaser Request; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change Company may not utilize this right more than twice in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)twelve (12) month period.

Demand Registration. (ia) If the Corporation receives at At any time after six (6) months following the effective date Closing, members of the Corporation’s initial public offering, a written request from the Demand Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding an Initiating Group may demand that the Corporation file a registration statement under the Securities Act covering the registration of the Registrable Securities, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such request to all Demand Holders, and effect, as soon as practicable, the Company effect registration under the Securities Act of all or a portion of the Registrable Securities. The Initiating Group shall provide notice to the Company of such demand in writing, which notice shall set forth (i) the aggregate number of Registrable Securities which the Demand Holders request to be registered and included in such registrationincluded, subject only to the limitations of this Section 5(f); (ii) the names of the Selling Holders and the number of Securities to be sold by each such Selling Holder, and (iii) the proposed manner of sale. Upon receipt of such request, the Company shall use commercially reasonable efforts to file a Registration Statement on Form S-3 (or such other form as the Company may at such time be eligible to use) with the Commission not later than 30 days from the date of such request and, thereafter, to effect promptly such registration. There is no limit to the number of demand registrations that may be requested pursuant to this Section 1.2(a). (b) If the Demand Holders initiating members of the registration request under this Section 5(f) (“Initiating Holders”) Group intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 1.2(a). The underwriter will be selected by the Company and must be approved by the Corporation Initiating Group, and such approval shall include such information in the written notice referred to in Section 5(f)(i) hereofnot be unreasonably withheld. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Group and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporationunderwriting. Notwithstanding any other provision of this Section 5(f)1.2, if the underwriter(s) advise(s) underwriter advises the Corporation Initiating Group in writing that marketing market factors require a limitation of the number of securities shares to be underwritten, then the Corporation Initiating Group shall also so advise all Demand 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 reduced as required by the underwriter(s) and allocated among all Holders thereof, including members of the Demand Holders Initiating Group, in proportion (as nearly as practicable) to the amount of Registrable Securities on a pro rata basis according to of the number of Registrable Securities then outstanding held Company owned by each Demand Holder requesting registration (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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand the Holders requesting the filing of a registration statement pursuant to this Section 5(f) 1.2 a certificate signed by the President or Chief Executive Officer of the Corporation Company stating that the board of directors of the Company has determined in the good faith judgment of the Board of Directors of the Corporation, that it would be seriously detrimental to the Corporation Company and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 60 days after its receipt of the request of the Initiating HoldersGroup; provided, however, that the Corporation Company may not utilize this right more than once in any twelve (12) -month periodperiod nor more than twice during the term of this Agreement. (vd) All expenses incurred in connection with a In addition and without limitation of Section 1.14 hereof, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements 1.2 during the period starting with the date 60 days prior to the Company's good faith estimate of counsel for the Corporationdate of filing of, and of one counsel for ending on a date 180 days after the participating Demand Holders (but excluding underwriters’ discounts and commissions)effective date of, shall be borne by the Corporation. Each Holder participating in a registration pursuant subject to this Section 5(f) shall bear 1.3 hereof; provided that the Company is actively employing in good faith its proportionate share of all discounts, commissions or other amounts payable best efforts to underwriters or brokers in connection with cause such offering. Notwithstanding the foregoing, the Corporation shall not be required Registration Statement to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)become effective.

Demand Registration. (ia) If Subject to the Corporation conditions of this Section 2.2, if the Company receives at any time after six (6) months following the effective date of the Corporation’s initial public offering, a written request from the Demand Holders holders of at least twenty-five percent (25%) 50% of the Registrable Securities then outstanding shares of Common Stock originally issued to Ford (the "Initiating Ford Holders") that the Corporation Company file a registration statement statement, on Form S-1, under the Securities Act covering the registration of the such number shares of Registrable SecuritiesSecurities anticipated to have an aggregate offering price of not less than $5,000,000, then the Corporation shall, within ten thirty (1030) business days after of the receipt thereof, the Company shall give written notice of such request all holders of the shares of Common Stock originally issued to all Demand Ford (the "Ford Holders"), and subject to the limitations of this Section 2.2, the Company shall use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which that the Demand Ford Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);as soon as practicable. (iib) If the Demand Initiating Ford Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 and with respect to requests made by the Corporation Initiating Ford Holders the Company shall include such information in the written notice referred to in Section 5(f)(i) hereof2.2(a). In such event, the right of any Demand Ford Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Ford Holder’s 's participation in such underwriting and the inclusion of such Demand Ford Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Ford Holders and such Ford Holder) to the extent provided herein. All Ford 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 of the Initiating Ford Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company that marketing forces require a limitation of the number of securities to be underwritten, then the Company shall advise all Ford Holders of Registrable Securities which would otherwise be underwritten pursuant hereto that the number of shares that may be included in the underwriting shall be allocated to the Ford Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested by each such Ford Holder, and the Ford Holders to be included in the registration (including the Initiating Ford Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Subject to the conditions of this Section 2.2, if the Company receives a written request from the Prior Holders of 40% of the Shares (or any Common Stock issued upon conversion thereof) (the "Initiating Holders") that the Company file a registration statement, on Form S-1, under the Securities Act covering the registration of at least 25% of the aggregate Registrable Securities held by the Prior Holders or such number of shares of Registrable Securities anticipated to have an aggregate offering price of not less than $10,000,000, then within thirty (30) days of the receipt thereof, the Company shall give written notice of such request to all Prior Holders, and subject to the limitations of this Section 2.2, the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Prior Holders request to be registered as soon as practicable. (d) 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 part of their request made pursuant to this Section 2.2 and with respect to requests made by the Initiating Holders the Company shall include such information in the written notice referred to in Sections 2.2(c). In such event, the right of any Prior Holder to include its Registrable Securities in such registration shall be conditioned upon such Prior Holder's participation in such underwriting and the inclusion of such Prior Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Prior Holder) to the extent provided herein. All Demand Prior Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority of the CorporationInitiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors forces require a limitation of the number of securities to be underwritten, then the Corporation Company shall also advise all Demand Prior Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and hereto that the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Prior Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held requested by each Demand Holder requesting such Prior Holder, and the Prior Holders to be included in the registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiie) The Corporation is obligated Company shall not be required to effect only a registration pursuant to Section 2.2: (i) with respect to Section 2.2(a) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2(a) and other than in accordance with the exceptions set forth in Section 2.6 such registrations have been declared or ordered effective or withdrawn by the Ford Holders, and with respect to Section 2.2(c) after the Company has effected two (2) registrations pursuant to Section 2.2(c)., and such registrations have been declared or ordered effective or withdrawn by the Prior Holders; (ii) during the period starting with the date of filing of, and ending on the date ninety (90) days following the effective date of, any registration statement on Form S-1; (iii) if within thirty (30) days of receipt of a written request from the Initiating Ford Holders pursuant to Section 2.2(a) or the Initiating Holders pursuant to Section 2.2(c), as the case may be, the Company gives notice to the Ford Holders or the Prior Holders of the Company's intention to make its Initial Offering within ninety (90) days; (iv) Notwithstanding if (A) at the foregoingtime the Company receives a request for registration in accordance with Sections 2.2(a) or (c) the Company shall then be engaged in any material transaction (such as, by way of example only, negotiating a merger, acquisition, joint-venture or introduction of a major new product) the disclosure of which in a Registration Statement, in the reasonable judgment of a majority of the Board of Directors, exercised in good faith, would be adverse to the Company's best interests, or (B) if the Corporation furnishes Company shall furnish to Demand the Ford Holders requesting the filing of a registration statement pursuant to this Section 5(f2.2(a) or the Prior Holders requesting a registration pursuant to Section 2.2(c), as the case may be, a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment a majority of the Board of Directors stating that in the Board of Director's reasonable judgment, exercised in good faith, the CorporationCompany's earnings or the occurrence of some other material event are not at such time appropriate for disclosure, or, that it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing effected at such time, then, in either of such registration statementevents, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Ford Holders or the Initiating Holders; provided, however, provided that such rights to delay a request shall be exercised by the Corporation may Company in the aggregate not utilize this right more than once in any twelve (12) month period.; or (v) All expenses incurred in connection with a registration pursuant prior to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements the earlier to occur of counsel for (a) one year from the Corporation, and of one counsel for date hereof or (b) six months after the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request Closing of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)Initial Offering.

Demand Registration. (ia) If Subject to the conditions of this Section 2.2, if the Corporation receives at any time after six (6) months following the effective date of the Corporation’s initial public offering, shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the "Initiating Holders") that the Corporation file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the Registrable Securitiespublic of not less than $5,000,000, then the Corporation shall, within ten (10) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Demand Holders request to be registered and included within 20 days of the mailing of such notice by the Corporation in such registration, subject only to the limitations of this accordance with Section 5(f);6.7. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 5(f) 2.2 and the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof2.2(a). In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing 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 Corporation). Notwithstanding any other provision of this Section 5(f)2.2, if the underwriter(s) advise(s) underwriter advises the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Holders (including the Initiating Holders); provided) PROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such the underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registrationoffering. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier to occur of (A) 180 days after the Initial Offering and (B) the second anniversary of the date of this Agreement; or (ii) after the Corporation has effected two (2) such registrations pursuant to this Section 5(f).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 180 days following the effective date of the registration statement pertaining to the Initial Offering; or (iv) Notwithstanding if within ten days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoing, Corporation gives notice to the Holders of the Corporation's intention to make its Initial Offering within 90 days; or (v) if the Corporation furnishes shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2, a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, then in which event the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f).

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from Stockholders that the Demand Holders of Company file a Form S-1 with respect to at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that outstanding, then the Corporation Company shall as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Stockholders, file a registration statement Form S-1 under the Securities Act covering the registration of the Registrable Securities, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such request to all Demand Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which that the Demand Holders request Stockholders requested to be registered and included in such registrationregistered, subject only to the limitations of this Section 5(fSections 2.2(b) and 2.2(c);. (iib) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) Stockholders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) and the Corporation shall include such information in the written notice referred 2.2 or any request pursuant to in Section 5(f)(i) hereof2.4. In such event, the right of any Demand Holder the Stockholders to include such Demand Holder’s their Registrable Securities in such registration shall be conditioned upon such Demand Holder’s the Stockholders’ participation in such underwriting and the inclusion of such Demand Holder’s the Stockholders’ Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting The Stockholders shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationStockholders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders the Stockholders, provided, no such reduction shall reduce the amount of Registrable Securities which would otherwise be underwritten pursuant hereto, and of the number Stockholders below twenty percent (20%) of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders total amount of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be securities included in such underwriting registration, unless such offering is the IPO and such registration shall does not be reduced unless include shares of any other selling stockholders, in which event any or all other securities of the Corporation and other stockholders are first entirely Registrable Securities of the Stockholders may be excluded from in accordance with the underwriting and registrationimmediately preceding sentence. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to one hundred eighty (180) days after the effective date of the registration statement for an IPO; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2, and such registrations have been declared, have been ordered, or have become effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering (other than a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future).; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within thirty (30) days of receipt of a written request from the foregoingStockholders pursuant to Section 2.2(a), the Company gives notice to the Stockholders of the Company’s intention to make a public offering within ninety (90) days; provided that, the Company makes reasonable good faith efforts to make such public offering during such period; provided, however, except in the case of a DI/Longitude Transfer (as defined below) to a Permitted Transferee (as defined below) in which case the following proviso shall not apply, this clause (iv) shall not apply or have any effect in the period prior to December 23, 2018, or upon an Event of Default for so long as such Event of Default is continuing; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement Stockholders pursuant to this Section 5(f) 2.2, a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment Chairman of the Board of Directors of the Corporation, stating that it would be seriously detrimental Seriously Detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating HoldersStockholders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects event of the Corporation not known to the Demand Holders at the time suspension of their request for such effectiveness of any registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights statement pursuant to this Agreement, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended pursuant to this Section; or (vi) if the Stockholders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 5(f)2.4.

Demand Registration. (ia) If the Corporation Company receives at any time after six (6) months following the effective date of the Corporation’s initial public offeringtime, a written request from the Demand Holders of 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 twenty-five percent (25%) of the Registrable Securities then outstanding that the Corporation file a registration statement under the Securities Act covering the registration of the Registrable Securitiesoutstanding, then the Corporation Company shall, : (i) within ten (10) business 10 days after of the receipt thereof, give written notice of such request to all Demand Holders, and effect, ; (ii) use all reasonable efforts to 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 which the Demand Holders request to be registered and included in such registrationregistered, subject only to the limitations of this Section 5(fsubsection 1.2(b);; and (iiiii) use all reasonable efforts to cause such registration statement to become effective. (b) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) subsection 1.2(a), and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereofsubsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be an underwriter of regional or national standing reasonably acceptable to the Company. In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such the registration shall be conditioned upon such Demand Holder’s 's participation in such the underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein). All Demand Holders proposing to distribute their 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 managing underwriter or underwriters selected for such underwriting by the Corporationunderwriting. Notwithstanding any other provision of this Section 5(f)1.2, if the underwriter(s) advise(s) underwriter advises the Corporation Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Initiating Holders shall also so advise all Demand 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 reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (all 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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoing, if the Corporation Company furnishes to Demand Initiating Holders requesting the filing of a registration statement pursuant to this Section 5(f) a certificate signed by the President or Chief Executive Officer of the Corporation 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 CorporationCompany, it would be seriously detrimental to the Corporation and its stockholders Company for such a registration statement to be filed and it is therefore essential necessary to defer the filing of such the registration statement, then the Corporation Company shall have the right to defer such taking action with respect to the filing for a period of not more than one hundred and twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Corporation Company may not utilize this right more than once in any twelve (12) twelve-month period. (vd) All expenses incurred in connection with a In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for 1.2 (i) after the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration Company has effected two registrations pursuant to this Section 5(f1.2 and such registrations have been declared or ordered effective or (ii) shall bear its proportionate share if such demand registration would then be filed within six months of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses initial filing of any an earlier demand registration proceeding begun pursuant to under this Section 5(f) if the 1.2 or a registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this under Section 5(f)1.9.

Demand Registration. (a) Request. With respect to (x) Registrable Securities for which the applicable Lock-up Period has expired pursuant to the terms of this Agreement and (y) any Registrable Securities held by the Fund Investor, (i) If the Corporation receives at any time after six (6) months following the effective date of the Corporation’s initial public offering, a written request from the Demand Holders of at least twenty-five percent (25%) Major Investor holding not less than 10% of the Registrable Securities then outstanding that held by all VWE Investors, (ii) Sponsor, or (iii) the Corporation file Fund Investor (such Investor or Investors being, collectively, a registration statement “Demanding Investor”) may make a written request to Parent for the Registration with the SEC under the Securities Act covering the registration of the Registrable Securities, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such request to all Demand Holders, and effect, as soon as practicable, the registration under the U.S. Securities Act of all Registrable Securities which the Demand Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f); (ii) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a or part of their request made pursuant to this Section 5(f) and the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof. In such event, the right of any Demand Holder to include such Demand HolderDemanding Investor’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision of this Section 5(f)Securities, if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that request will specify the number of shares of Registrable Securities to be included in disposed of by such underwriting Demanding Investor and registration shall not be reduced unless all other securities the proposed plan of distribution therefor. Upon the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Corporation is obligated to effect only two (2) such registrations receipt of any request for Registration pursuant to this Section 5(f4.1(a)., Parent will promptly notify the other Investors of the receipt of such request. Upon the receipt of any request for Registration made in accordance with the terms of this Section 4.1(a), Parent will use its reasonable best efforts to effect, at the earliest practicable date, such Registration under the U.S. Securities Act of: (ivi) Notwithstanding the foregoingRegistrable Securities that Parent has been so requested to Register by the Demanding Investor, if and (ii) all Registrable Securities that Parent has been requested to Register by the Corporation furnishes other Investors pursuant to Demand Holders requesting a written request given to Parent within 15 days after the filing giving of written notice by Parent to such other Investors of the request by the Demanding Investor; all to the extent necessary to permit the disposition (in accordance with Section 4.1(b)) of the Registrable Securities so to be Registered; provided that, (A) Parent will not be required to effect more than a registration statement total of six demand Registrations pursuant to this Section 5(f4.1(a) a certificate signed by for the President or Chief Executive Officer of VWE Investors and the Corporation stating that in the good faith judgment of the Board of Directors of the CorporationFund Investor, it would collectively, and will not be seriously detrimental required to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period of not effect more than one hundred and twenty (120) days after receipt a total of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration three demand Registrations pursuant to this Section 5(f)4.1(a) for Sponsor; (B) if the intended method of distribution is an underwritten public offering, including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall then Parent will not be borne by the Corporation. Each Holder participating in a registration required to effect such Registration pursuant to this Section 5(f4.1(a) shall bear its proportionate share unless such underwriting will be conducted on a “firm commitment” basis; (C) if Parent has previously effected a Registration pursuant to this Section 4.1(a) or has previously effected a Registration of all discountswhich notice has been given to the Investors pursuant to Section 4.2 or Section 4.3, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall then Parent will not be required to pay for effect any expenses of any registration proceeding begun Registration pursuant to this Section 5(f4.1(a) if until a period of 180 days will have elapsed from the registration date on which such previous Registration ceased to be effective; (D) any Investor whose Registrable Securities were to be included in any such Registration pursuant to this Section 4.1(a), by written notice to Parent, may withdraw such request is subsequently withdrawn at and, on Parent’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Securities such that the request Investor that has not elected to withdraw does not hold, in the aggregate, the requisite amount of the Demand Holders shares of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of require or initiate a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning a Registration under clause (E) of such material adverse changethis Section 4.1(a), then the Demand Holders shall Parent will not be required to effect such Registration; provided that, if the Investor that has elected to withdraw its request for Registration agrees to pay any the Expenses related to such Registration, then the request for Registration will not be counted for purposes of determining the number of Registrations to which such expenses and shall retain their rights Investor is entitled pursuant to this Section 5(f4.1(a); and (E) Parent will not be required to effect any Registration to be effected pursuant to this Section 4.1(a) unless the shares of Registrable Securities proposed to be sold in such Registration have an aggregate price (calculated based upon the Market Price of such shares of Registrable Securities as of the date of such request) of at least $10,000,000.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.1, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of Investors holding at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding held by Investors that the Corporation Company file a registration statement under the Securities Act covering the registration of Registrable Securities and the Registrable Securitiesaggregate offering price to the public of any such offering would exceed $10,000,000 (a “Qualified Public Offering”), then the Corporation Company shall, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand HoldersInvestors, and subject to the limitations of this Section 2.1, use its reasonable commercial efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which that the Demand Holders Investors request to be registered and included in such registration, subject only registered. The Investors requesting registration pursuant to the limitations of this Section 5(f);2.1 shall be referred to as the “Initiating Holders.” (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.1 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof2.1(a). In such event, the right of any Demand Holder Investor to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand HolderInvestor’s participation in such underwriting and the inclusion of such Demand HolderInvestor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand HolderInvestor) to the extent provided herein. All Demand Holders Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CorporationInitiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.1, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities), then the Corporation Company shall also so advise all Demand Holders of Investors whose Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities to such Investors on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Investors (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.1: (i) after the Company has effected two (2) such registrations, and such registrations have been declared or ordered effective; (ii) during the period starting with the date of filing of, and ending on the date ninety (90) days following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) if, within thirty (30) days of receipt of a written request from Initiating Holders pursuant to this Section 5(f2.1(a)., the Company gives notice to the Investors of the Company’s intention to make a Qualified Public Offering within ninety (90) days; (iv) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders the Investors requesting the filing of a registration statement pursuant to this Section 5(f) 2.1 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that that, in the good faith judgment of a majority of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) month period.; or (v) All expenses incurred in connection with a registration pursuant to this Section 5(f)Until the Company has completed its Initial Offering or August 24, including without limitation2009, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request whichever is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)sooner.

Demand Registration. (ia) If the Corporation receives at any time after six (6Registration Statement described in Section 2 above is not effective by the Due Date, Initiating Holders may notify the Company in writing and, subject to the terms of Section 5(d) months following the effective date of the Corporation’s initial public offeringbelow, a written request from the Demand Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding demand that the Corporation Company file a registration statement under the Securities Act (a "Demand Registration Statement") covering the registration resale of the Registrable SecuritiesSecurities then outstanding. Upon receipt of such notice, then the Corporation Company shall, within ten (10) business days after the receipt thereofthereafter, give written notice of such request to all Demand HoldersHolders and shall, subject to the limitations of subsections 3(b) and effect5(b), as soon as practicable, and in any event within sixty (60) days after the receipt of such request, effect registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered and included in such registrationrequest, subject only by notice given to the limitations Company within ten (10) days of this receipt of the Company's notice. The election of initiating Holders to demand the Company to file a Demand Registration Statement shall not impact the amount payable to investors pursuant to Section 5(f);2(c) herein. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 3 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereofsubsection 3(a). In such event, the right of any Demand other Holder to include such Demand Holder’s 's Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 6(f)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision a majority in interest of this Section 5(f), if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that and reasonably acceptable to the number Company. The Holder will not be required to make any representation other than as to its ownership of shares of the Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities its intended method of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationdistribution. (iiic) The Corporation Company is obligated to effect only two one (21) such registrations demand registration pursuant to Section 3 of this Section 5(f). (iv) Notwithstanding the foregoing, if the Corporation furnishes Agreement. The Company agrees to Demand include all Registrable Securities held by all Holders requesting the filing of a registration statement pursuant to this Section 5(f) a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer without cutback or reduction. In the filing of such registration statement, then event the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt Company breaches its obligation of the request of the Initiating Holders; providedpreceding sentences, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities which were not included in such registration statement shall be entitled to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request second demand registration for such excluded securities and the Company shall keep such registration statement effective as required by Section 6. (d) The Company represents that it is presently eligible to effect the registration contemplated hereby on Form S-1 and have withdrawn their request for registration with reasonable promptness after learning of will use its best efforts to continue to take such material adverse change, then the Demand Holders shall not be required actions as are necessary to pay any of maintain such expenses and shall retain their rights pursuant to this Section 5(f)eligibility.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable SecuritiesSecurities then outstanding, then the Corporation Company shall, within ten (10) business 30 days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, effect, as soon expeditiously as practicablepossible, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationHolders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders are first entirely excluded from the such underwriting and registrationregistration does not include shares of any other selling stockholders. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof).; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoing, Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within 90 days; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board of Directors of the CorporationBoard, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) 12 month period.; (vvi) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (a) If the Company shall receive, upon the later to occur of (i) If four years from the Corporation receives date hereof or (ii) at any time subsequent to six months after six (6) months following the effective date of the Corporation’s an initial public offeringoffering of the Company’s Ordinary Shares pursuant to an effective registration statement on Form F-1 under the Securities Act, a written request from the Demand Holders of at least twenty-five percent (25%) 33% of the Registrable Securities then outstanding that the Corporation Company file a registration statement under the Securities Act covering the registration of at least such number of the Registrable SecuritiesSecurities then outstanding as would yield an aggregate offering price of at least $10,000,000, then the Corporation Company shall, within ten (10) business 30 days after of the receipt thereof, give written notice of such request to all Demand HoldersHolders and shall, and effectsubject to the limitations of Section 1.2(b), use its best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered within 20 days of the mailing of such notice by the Company. Registrations under this Section 1.2 shall be on such appropriate registration form of the SEC or other governmental entity as shall be selected by the Company and included as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration, subject only to the limitations of this Section 5(f);. (iib) If the Demand Holders initiating the registration request under this Section 5(f) 1.2 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 1.2 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.5(e)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporationunderwriting. Notwithstanding any other provision of this Section 5(f)1.2, if the underwriter(s) advise(s) underwriter advises the Corporation Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Initiating Holders shall also so advise all Demand 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 reduced as required by the underwriter(s) and allocated among the Demand all Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (thereof, 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 of the Initiating Holder to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting underwriting; and registration. Any provided further that the total number of Registrable Securities excluded and withdrawn from of the Initiating Holder included in such underwriting shall not be withdrawn from reduced below 25% of the registrationRegistrable Securities initially requested for registration by the Initiating Holders. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 1.2, a certificate signed by the President or Chief Executive Officer of the Corporation Company stating that in the good faith judgment of the Board of Directors of the CorporationCompany (the “Board”), it would be seriously detrimental to the Corporation Company and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Corporation Company may not utilize this right more than once in any twelve (12) -month period. (vd) All expenses incurred in connection with a In addition and without limitation of Section 1.15 hereof, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for 1.2: (i) After the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration Company has effected two registrations pursuant to this Section 5(f1.2 (with ADSs and their underlying Ordinary Shares constituting a single registration) shall bear its proportionate share and such registrations have been declared or ordered effective; (ii) During the period commencing with the date 60 days prior to the Company’s good faith estimate of all discountsthe date of filing of, commissions or and ending on a date 180 days after the effective date of (subject to such extension as provided in Section 1.14), a registration subject to Section 1.3 hereof (other amounts payable than a registration relating solely to underwriters or brokers the sale of securities to participants in connection with such offering. Notwithstanding a Company stock plan, a registration on any form that does not include substantially the foregoing, the Corporation shall not same information as would be required to pay for any expenses of any be included in a registration proceeding begun pursuant to this Section 5(f) if statement covering the registration request is subsequently withdrawn at the request of the Demand Holders of a majority sale of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, businessSecurities, or prospects 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 Corporation not known Company is actively employing its best efforts to the Demand Holders at the time of their request for cause such registration and have withdrawn their request statement 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 (or any successor form that provides for registration with reasonable promptness after learning of such material adverse changeshort-form registration), then as the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)case may be.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of a majority of the Registrable SecuritiesSecurities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Corporation shallCompany shall use commercially reasonable efforts to, within ten (10) business 30 days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, effect, as soon expeditiously as practicablereasonably possible, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationHolders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof).; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoing, Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within 90 days; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the CorporationBoard, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) 12 month period.; (vvi) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (ia) If the Corporation receives at any time after six the earliest of (6i) months following the effective date first anniversary of the Corporation’s initial public offeringClosing Date, (ii) the closing of a Qualified Public Offering, or (iii) the average daily trading volume of the shares of Common Stock exceeds 10,000 shares (as adjusted for stock splits, stock combinations or similar events) for ten consecutive Trading Days, the Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding Investor Request that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable SecuritiesAct, then the Corporation Company shall, within ten (10) business days after of the receipt thereof, give written notice of such request to all Demand HoldersHolders and, and effectsubject to the limitations of Section 3(b) below, shall file (as soon expeditiously as practicable, and in any event prior to the registration applicable Filing Date) and use its best efforts to cause to become effective no later than the applicable Required Effectiveness Date, a Registration Statement under the Securities Act of with respect to all Registrable Securities which the Demand Holders request to be registered and included within twenty (20) days of the mailing of such notice by the Company in such registration, subject only to the limitations of this accordance with Section 5(f);13(g) below. (iib) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 3 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof3(a). In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting, which underwriter shall be reasonably acceptable to the Company. All Demand Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(m)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the Corporationunderwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 5(f)3, if the underwriter(s) advise(s) the Corporation in writing underwriter advises a Holder that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Holder shall also so advise the Company and the Company shall so advise all Demand 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 reduced allocated as required follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriter(sunderwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and allocated among have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Demand amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders of Registrable Securities on participating in a pro rata basis according registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities then outstanding held covered by each Demand Holder requesting such registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting and registration shall not be reduced unless all other securities would adversely impact the marketing of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationoffering. (iiic) The Corporation is Company shall be obligated to effect only two (2) registrations (and, in each case, only if such registrations registration would include Registrable Securities with an aggregate value of at least five million dollars ($5,000,000), calculated using the stated offering price disclosed on the cover of the final prospectus covering such Registrable Securities) pursuant to an Investor Request under this Section 5(f3 (an offering which is not consummated shall not be counted for this purpose unless such offering is withdrawn at the request of a majority in interest of the Holders participating in such Investor Request). (ivd) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand the Holders requesting the filing of a registration statement Registration Statement pursuant to this Section 5(f) 3, a certificate signed by the President chief executive officer or Chief Executive Officer chief financial officer of the Corporation Company stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed by reason of a material pending transaction and it is therefore essential to defer the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating HoldersInvestor Request; provided, however, that the Corporation Company may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a . Likewise, the Company shall not be obligated to effect any registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements 3 within one hundred eighty (180) days after the Effective Date of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration previous Registration Statement filed pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)3.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) holders of the Registrable Securities then outstanding (the "Initiating Holders") that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable SecuritiesSecurities owned by such Holder and its Affiliates, then the Corporation Company shall, within ten fifteen (1015) business days after the receipt thereof, give written notice of such request to all Demand 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 Registrable Securities which that the Demand Initiating Holders request requests to be registered and all Registrable Securities owned by any other Holder which notifies the Company in writing, within fifteen (15) days after receipt of the Company's notice contemplated by this paragraph, that it intends to participate in the demand registration contemplated herein (such notification to include the number of Registrable Securities sought to be included in and the intended method or methods of distribution for such registrationRegistrable Securities), subject only to and in accordance with the terms, conditions, procedures and limitations of contained in this Section 5(f);Agreement. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their its request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2, or any request pursuant to Section 2.4, and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CorporationInitiating Holders). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated first among the Demand Holders of Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Holders (including the Initiating Holders); provided, however, that ) and then second to any other shareholders of the Company (other than the Holders) on a pro rata basis. 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 securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such any underwriting pursuant to this Section 2.2(b) shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) within ninety (90) days following a previously effected registration pursuant to Section 2.2 or Section 2.3; (ii) after the Company has effected two (2) such registrations initiated by the Holders pursuant to this Section 5(f2.2, and such registrations have been declared or ordered effective; (iii) if within thirty (30) days after receipt of a written request from the Holder pursuant to Section 2.2(a)., the Company gives notice to the Holders of the Company's intention to make a public offering of its Common Stock within one hundred twenty (120) days; provided that such offering is, and remains, likely to be completed within such one hundred twenty (120) day period; (iv) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand the Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation and its stockholders Company for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once twice in any twelve (12) month period.; (v) All expenses incurred in connection with a if the total Registrable Securities for which registration has been requested is for less than 500,000 shares of Common Stock or the reasonably anticipated aggregate price to the public of such offering would be less than $1,500,000; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (i) If the Corporation receives at At any time after six (6) months following the effective date Closing and expiration or waiver of any lockup applicable to such Holders party hereto, the Corporation’s initial public offering, a written Initiating Holders may request from the Demand Holders of at least twenty-five percent (25%) in writing that all or part of the Registrable Securities then outstanding that the Corporation file a registration statement held by them shall be registered under the Securities Act covering the registration of the Registrable Securities, then the Corporation shall, within (a “Demand Registration”). Within ten (10) business days after receipt of any such request, the receipt thereof, Company shall give written notice of such request to the other Holders and shall include in such registration all Demand HoldersRegistrable Securities held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, and effect, the Company shall effect the registration of all Registrable Securities as to which it has received requests for registration as soon as practicable, ; provided that (i) the Company shall not be required to effect any registration under this Section 2.3 (x) within a period of ninety (90) days following the Securities Act effective date of all a previous registration and (y) with respect to Registrable Securities which with a total offering price not reasonably expected to exceed, in the Demand Holders request to be registered aggregate, $50 million, and included in such registration, subject only to the limitations of this Section 5(f); (ii) If the Demand Holders initiating the this provision shall not apply if a shelf registration request on Form F-3 has been filed pursuant to Section 2.5 and is effective and available for use. The Company shall not be required to effect more than (A) one (1) registration under this Section 5(f) (“Initiating Holders”) intend to distribute 2.3 requested by the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 5(f) and the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof. In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating ION Holders and such Demand Holder(B) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision of this Section 5(f), if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to under this Section 5(f). (iv) Notwithstanding 2.3 requested by the foregoing, if Major Shareholder Initiating Holders. If the Corporation furnishes Company shall furnish to Demand the Holders requesting the filing of a registration statement pursuant to this Section 5(f) a certificate signed by the President or Chief Executive Officer of the Corporation Company stating that in the good faith judgment of the Board board of Directors of directors (the Corporation, “Board”) it would be seriously detrimental to the Corporation and Company or its stockholders shareholders for such a registration statement under this Section 2.3 to be filed and it is therefore essential to defer effected at such time, the filing of such registration statement, then the Corporation Company shall have the right to defer such filing registration for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; providedHolders under this Section 2.3, however, provided that the Corporation may Company shall not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration . The Initiating Holders may elect to withdraw from any offering pursuant to this Section 5(f)2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities proposed to be registered shall be reduced pro rata to the respective number of Registrable Securities held by the Holders; provided that in any event all Registrable Securities held by the Initiating Holders, and any other Holders that elect to participate in any such registration must be included in such registration (pro rata based on the total amount of Registrable Securities held by each such Initiating Holder or other Holder, as applicable) prior to any other shares of the Company, including without limitation, all federal and “blue sky” shares held by persons other than Holders. The Company shall not register securities for sale for its own account in any registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration requested pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable 2.3 unless permitted to underwriters or brokers in connection with such offering. Notwithstanding do so by the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request written consent of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)Initiating Holders.

Demand Registration. (ia) If the Corporation receives at At any time after six (6) months following 180 days after the effective date Qualified Public Offering, the holders of the Corporation’s initial public offering, a written request from the Demand Holders of at least twenty-five percent (25%) majority of the Registrable Securities then outstanding may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the Corporation file a registration statement under manner specified in such request (the Securities Act covering the registration of the Registrable Securities, then the Corporation shall, within ten “Demand Request”). No later than five (105) business days after receipt of such Demand Request, the receipt thereof, give written Company shall promptly deliver notice of such request to all Demand Holders, and effect, as soon as practicable, the registration under the Securities Act of all Shareholders holding Registrable Securities which who shall then have thirty (30) days to notify the Demand Holders request Company in writing of their desire to be registered and included in such registration, subject only to the limitations of this Section 5(f); (ii) . If the Demand Holders initiating Request contemplates an underwritten public offering, the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they Company shall so advise the Corporation as a part of their request made pursuant to this Section 5(f) and the Corporation shall include state such information in the written notice referred to and in Section 5(f)(i) hereof. In such event, event the right of any Demand Holder Person to include such Demand Holder’s Registrable Securities participate in such registration shall be conditioned upon such Demand HolderPerson’s participation in such underwriting underwritten public offering and the inclusion of such Demand HolderPerson’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) underwritten public offering to the extent provided herein. All The Company will use its commercially reasonable efforts to expeditiously effect (but in any event no later than 180 days after the receipt of the Demand Holders proposing Request) the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act, but only to distribute their securities through such underwriting shall enter into an underwriting agreement the extent provided for in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision of this Section 5(f), if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders)2; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration Company shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Corporation is obligated required to effect only two (2) such registrations registration pursuant to a request under this Section 5(f). 2 more than once. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (iv90) Notwithstanding days after the foregoing, if the Corporation furnishes to Demand Holders requesting the filing effective date of a registration statement pursuant filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join and in which there shall have been effectively registered a majority of the Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 5(f2.1(a) a certificate signed unless and until the registration statement relating to such registration has been declared effective by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of Commission at the request of the Initiating Holdersinitiating Shareholders; provided, however, that a majority in interest of the Corporation participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2.1(a) but has not utilize yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this right more than once in any twelve (12) month periodSection 2.1(a). (vb) All expenses incurred If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in connection with good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) securities to be registered by the Company pursuant to such registration statement shall be the first to be reduced or excluded and (ii) Registrable Securities of the Shareholders requesting registration shall be the last to be reduced or excluded. If there is a reduction of the number of Registrable Securities pursuant to clause (ii), such reduction shall be made on a pro rata basis based upon the Registrable Securities sought to be included by the Shareholders requesting registration, and, if such reduction exceeds 25% of the Registrable Securities of Shareholders requested to be included in such offering, then the registration shall not cause a reduction in the number of demand registrations permitted under Section 2.1(a). (c) With respect to a request for registration pursuant to this Section 5(f)2.1(a) which is for an underwritten public offering, including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), managing underwriter shall be borne chosen by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share Board of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding Directors and approved by the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders holders of a majority of the Registrable Securities (which approval will not be unreasonably withheld or delayed). The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of implement an employee benefit plan or a material adverse change in the condition, business, or prospects transaction to which Rule 145 of the Corporation not known Securities Act is applicable) to become effective within ninety (90) days following the Demand Holders at the time effective date of their request for such any registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)2.1.

Demand Registration. 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the earlier of (i) If the Corporation receives at any time after third (3rd) anniversary of the Closing or (ii) the date that is six (6) months following after the effective date consummation of the Corporation’s initial public offeringIPO, a written request from any Holder of fifty percent (50%) of the Demand Registrable Securities or Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding may request in writing that the Corporation file Company effect a registration statement under the Registration of Registrable Securities Act covering the registration of (together with the Registrable SecuritiesSecurities which the other Holders elect to include in such Registration) on any internationally recognized exchange that is reasonably acceptable to such Initiating Holders. Upon receipt of such a request, then the Corporation shall, within ten Company shall promptly (10x) business days after the receipt thereof, give written notice of such request the proposed Registration to all Demand Holders, other Holders (and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f); (ii) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 5(f) and the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof. In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision of this Section 5(f), if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (iv) Notwithstanding the foregoing, if the Corporation furnishes to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation shall have the right to defer join such filing Registration) and (y) use commercially reasonable efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) Business Days after the Company’s delivery of written notice, to be Registered and/or qualified for a period of not sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to consummate no more than one hundred and twenty three (1203) days after receipt of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration Registrations pursuant to this Section 5(f), including without limitation, all federal 2.1 that have been declared and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for ordered effective; provided that if the Corporation, and of one counsel for Registrable Securities sought to be included in the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration Registration pursuant to this Section 5(f) shall bear its proportionate share 2.1 are not fully included in the Registration for any reason other than solely due to the action or inaction of all discountsthe Holders including Registrable Securities in such Registration, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation Registration shall not be required deemed to pay for any expenses constitute one of any registration proceeding begun the Registration rights granted pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)2.1.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 3.1, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand (i) BLUM Holders of at least twenty-five percent (holding not less than 25%) % of the Registrable Securities then outstanding held by the BLUM Holders, (ii) FS Holders holding not less than 25% of the Registrable Securities then outstanding held by the FS Holders or (iii) Note Investor Holders holding not less than 25% of the Registrable Securities then outstanding held by the Note Investor Holders, that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable Securities, then the Corporation Company shall, within ten five (105) business days after of the receipt thereof, give written notice of such request to all Demand Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and intended disposition of such Registrable Securities. The Company, subject to the limitations of this Section 3.1, must use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which that the Demand Holders request to be registered and included in accordance with this Section 3.1 together with any other securities of the Company entitled to inclusion in such registration, subject only to the limitations of this Section 5(f);. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 3.1 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof3.1(a). In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CorporationInitiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)3.1, if the underwriter(s) advise(s) managing underwriter advises the Corporation Company in writing that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities) because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among participating Holders, (i) first among the Demand Holders of Registrable Securities Initiating Holders, and, if any Initiating Holder is BLUM, CalPERS as nearly as possible on a pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Initiating Holders and, if applicable, CalPERS, and (including ii) second to the Initiating Holders); provided, however, that the number of shares of extent all Registrable Securities requested to be included in such underwriting and registration shall not be reduced unless by the Initiating Holders have been included, among the Holders requesting inclusion of Registrable Securities in such underwritten offering (other than the Initiating Holders and, if applicable, CalPERS), as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registrationsuch Holders. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be required to effect a registration pursuant to this Section 3.1: (i) prior to the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Public Offering; (ii) in the case of (x) a registration requested by BLUM Holders pursuant to Section 3.1(a)(i), after the Company has effected six (6) registrations requested by BLUM Holders pursuant to such Section, (y) a registration requested by FS Holders pursuant to Section 3.1(a)(ii), after the Company has effected three (3) registrations requested by FS Holders pursuant to such Section, and (z) a registration requested by Note Investor Holders pursuant to Section 3.1(a)(iii), after the Company has effected one (1) registration requested by Note Investor Holders pursuant to such Section; (iii) The Corporation is obligated if the anticipated aggregate gross proceeds to effect only two be received by such Holders are less than $2,000,000; (2iv) if within five (5) days of receipt of a written request from the Initiating Holders pursuant to Section 3.1(a), the Company in good faith gives notice to the Initiating Holders of the Company's intention to make a public offering within ninety (90) days in which case Section 3.2 shall govern; PROVIDED that if the Company does not file a registration statement under the Securities Act relating to such registrations public offering within such ninety (90) day period (such 90 day period being referred to herein as the "Relevant Period") the Company shall be prohibited from delivering additional notices pursuant to this Section 5(f).3.1(c)(iv) until the 181st day following the last day of the Relevant Period; or (ivv) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 3.1, a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationBoard, it would be seriously detrimental to the Corporation and its stockholders Company for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, PROVIDED that the Corporation may Company shall not utilize defer filings pursuant to this right clause (v) more than once an aggregate of ninety (90) days in any twelve (12) month period. (vd) All expenses incurred in connection with a The Company shall select the registration statement form for any registration pursuant to this Section 5(f)3.1, including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for but shall cooperate with the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request requests of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, Initiating Shareholders or prospects of the Corporation not known managing underwriters selected by them as to the Demand Holders at the time inclusion therein of their request for information not specifically required by such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)form.

Demand Registration. (i) If the Corporation receives at At any time following a Public Offering, Investor may request the Company to register under the Securities Act not less than forty percent (40%) of all shares of Registrable Securities then held by Investor for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 within six months after six (6) months following the effective date of the Corporation’s initial public offering, a written request from the Demand Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Corporation file a registration statement under filed by the Securities Act Company covering the registration of the Registrable Securities, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such request a firm commitment underwritten public offering in which Investor shall have been entitled to all Demand Holdersjoin pursuant to Section 4.2 hereof, and effect, as soon as practicable, the registration under the Securities Act of in which there shall have been effectively registered all Registrable Securities which the Demand Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f); (ii) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 5(f) and the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof. In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision of this Section 5(f), if the underwriter(s) advise(s) the Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Corporation shall also advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities as to be included in such underwriting and which registration shall not be reduced unless all other securities have been requested by Investor and permitted by the managing underwriter. If the Company receives a notice from Investor that imposes on the Company the registration obligations of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (iv) Notwithstanding the foregoing4.1, if the Corporation furnishes to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) a certificate signed by the President or Chief Executive Officer of the Corporation stating that and if, in the good faith judgment reasonable opinion of the Board of Directors of the CorporationCompany the general market conditions are not appropriate at the time for an offering, it would be seriously detrimental the Company may, at its option, delay the commencement of the performance of the Company's obligation pursuant to the Corporation and its stockholders this Section 4.1 for such registration statement up to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of days. If Investor specifies in the request of the Initiating Holders; provided, howevernotice, that the Corporation method of disposition of the Registrable Securities shall be an underwritten public offering, Investor may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with be unreasonably withheld or delayed. The Company shall be obligated to prepare and file a registration statement with respect to Registrable Securities pursuant to this Section 5(f4.1 on one occasion only PROVIDED HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering shares of Registrable Securities, for sale in accordance with the method of disposition specified by the requesting Investor, shall have become effective (or is in a position to be declared effective but for Investor's election not to proceed with the contemplated offering). The Company shall be entitled to include in any registration statement referred to in this Section 4.1 for sale in accordance with the method of disposition specified by Investor, shares of Common Stock to be sold by the Company for its own account and for the accounts of other holders of Common Stock, except as and to the extent that in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for such inclusion would adversely affect the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority marketing of the Registrable Securities to be registered; providedsold. Except for registration statements on Forms S-4 or S-8, however, that if at the time of such withdrawalor any successor thereto, the Holders have learned Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights notice from Investor pursuant to this Section 5(f4.1 until the completion of the period of distribution of the registration contemplated thereby (determined as provided in Section 4.3 hereof, but in no event to exceed ninety (90) days following the effective date of the applicable registration statement).

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand a Holder or Holders of at least twenty-five percent (25%) 50% of the Registrable Securities then outstanding (the "Initiating Holders") that the Corporation Company file a registration statement under the Securities Act covering the registration of a majority of the Registrable SecuritiesSecurities owned by such Initiating Holders, then the Corporation Company shall, within ten (10) business 30 days after the of receipt thereof, give written notice of such request to all Demand Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered and included in such registrationand, subject only to the limitations of this Section 5(f);2.2, use its commercially reasonable efforts to file a registration statement under the Securities Act with the Commission covering all Registrable Securities that the Initiating Holders request to be registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof2.2(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationCompany (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 5(f)2.2, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated first to the underwriter(sHolders who are holders of Series B Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) and allocated among the Demand Holders Series A Convertible Preferred Stock (or shares of Registrable Securities Common Stock issued upon conversion thereof) on a pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders)such Holders of Series B Convertible Preferred Stock and Series A Convertible Preferred Stock; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (1) prior to the earlier of (A) six months following a Qualified Offering, and (B) December 31, 2004; (2) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2(a)., and such registrations have been declared or ordered effective; (iv3) Notwithstanding during the foregoingperiod starting with the date of filing of, and ending on the date 90 days following the effective date of, any registration statement (other than a Special Registration Statement) of the Company; (4) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to make a Qualified Offering within 90 days; (5) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) Initiating Holders, a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board of Directors stating that in the good faith judgment of the Board of Directors of the CorporationDirectors, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) twelve-month period.; or (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f6) if the registration request is subsequently withdrawn at the request Initiating Holders propose to dispose of the Demand Holders shares of a majority of the Registrable Securities to that may be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights immediately registered on Form S-3 pursuant to this a request made pursuant to Section 5(f)2.4 below.

Demand Registration. (ia) If Subject to the Corporation receives conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) six (6) months following after the effective date of the Corporation’s initial Company's first registered public offeringoffering of its stock, or (ii) December 13, 2002, a written request from the Demand Holders of at least twenty-five not less than thirty percent (2530%) of the Registrable Securities then outstanding (the "Initiating Holders") that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable Securities, Securities which will have an aggregate offering price of at least $7,500,000 then the Corporation Company shall, within ten (10) business days after of the receipt thereofeffective date of such notice as defined in Section 6.7 of this Agreement, give written notice of such request to all Demand Holders, and effectand, subject to the limitations of Section 2.1(b), effect as soon as practicable, practicable the registration under the Securities Act of all Registrable Securities which that the Demand Holders request to be registered and included within twenty (20) days of the effective date of such notice by the Company in such registration, subject only to the limitations of this accordance with Section 5(f);6.7. (iib) If In the Demand Holders initiating the event that a registration request under this pursuant to Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of 2.1 is for a registered public offering involving an underwriting, they shall the Initiating Holders will so advise the Corporation Company as a part of their the written request made pursuant to this Section 5(f) given by such Initiating Holders and the Corporation Company shall include such information in turn so advise the Holders in the written notice referred to in Section 5(f)(i) hereof2.1(a). In such event, the The right of any Demand Holder to include such Demand Holder’s his or her Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporationunderwriters. Notwithstanding any other provision of this Section 5(f)2.1, if the underwriter(s) advise(s) underwriter advises the Corporation Company in writing that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities), then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated, first, to the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration all such Holders (including the Initiating Holders); providedsecond, however, that the number of to shares of Registrable Securities to be included in such underwriting registered and registration shall not be reduced unless all sold for the Company's own account; and third, to the stockholders (other than the Holders) invoking contractual rights to have their securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationregistered, if any, on a pro rata basis. (iiic) The Corporation Company is obligated to effect only two (2) such registrations pursuant to this Section 5(f2.1. A registration pursuant to this Section 2.1 may be the first public offering of the Company's securities (the "Initial Offering"). (ivd) Notwithstanding the foregoing, if the Corporation furnishes to Demand Holders requesting Company may delay initiating the preparation and filing of a any registration statement requested pursuant to this Section 5(f2.1(a) if (i) the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer or President of the Corporation Company stating that in the good faith judgment of the Company's Board of Directors effecting the registration would adversely affect or would require the premature disclosure of any financing, acquisition, disposition or assets or stock, merger or other comparable transaction or would require the Corporation, it Company to make public disclosure of information the public disclosure of which would be seriously detrimental to have a material adverse effect on the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer Company in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such the filing of the registration statement for a period of not more than one hundred and twenty (120) days after receipt of the a request of the Initiating Holder or Holders under Section 2.1, provided, however, that such right may be exercised by the Company no more than once in any 12 month period or (ii) a request for registration is received during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred fifty (150) days following the effective date of, a Company-initiated registration subject to Section 2.2 relating to the Initial Offering, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (e) All expenses incurred in connection with each registration by the Holders pursuant to this Section 2.1 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata and the fees and disbursements of counsel for the selling Holders), including without limitation all registration, filing, qualification, printers' and accounting fees, and fees and disbursements of counsel for the Company shall be borne by the Company; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) 2.1 if the registration request is subsequently withdrawn at by the request Initiating Holders, unless the withdrawal of the Demand Holders registration request results from either (i) intentional actions by the Company outside the normal course of a majority business, or (ii) the discovery of information about the Registrable Securities to be registered; provided, however, that if Company which was not known at the time of such withdrawalthe Initiating Holders' request made pursuant to Section 2.1(a), that materially reduces the Holders have learned of a material adverse change in the condition, business, or prospects feasibility of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)proceeding.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable SecuritiesSecurities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,500,000), then the Corporation Company shall, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, effect, as soon expeditiously as practicablereasonably possible, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationHolders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof).; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoing, Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer of the Corporation Company stating that in the good faith judgment of the Board of Directors of the CorporationCompany (the “Board”), it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) 12 month period.; (vvi) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (a) After the earlier of (i) If four (4) years after the Corporation receives at any time after date of this Agreement or (ii) six (6) months following after the effective date of the CorporationCompany’s initial public offering, if the Company receives a written request from the Demand Holders holders of at least twenty-five percent (25%) not less than a majority of the Registrable Securities then outstanding that the Corporation Company file a registration statement under the Securities Act covering (provided that the registration of the Registrable Securitiesanticipated aggregate offering price would exceed $5,000,000), then the Corporation Company shall, : (i) within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and ; and (ii) effect, as soon as practicablepracticable after receipt of such request, the registration under the Securities Act of all that number of Registrable Securities which the Demand Holders request requested to be registered and included in such registrationregistered, subject only to the limitations of this Section 5(f1.2(b);, within thirty (30) days of the mailing of such notice by the Company. (iib) If the Demand Holders initiating the registration request under this Section 5(f) hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f1.2(a) and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i1.2(a). The underwriter(s) hereofwill be selected by the Board of Directors (including a majority of the Preferred Directors) and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.5(f)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities, except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by the Corporationsuch Holder. Notwithstanding any other provision of this Section 5(f)1.2, if the underwriter(s) advise(s) underwriter advises the Corporation Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Initiating Holders shall also so advise all Demand 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 reduced as required by the underwriter(s) and allocated among the Demand all Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder or in such proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (iiic) The Corporation is Company shall not be obligated to effect only effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) such registrations pursuant to this Section 5(f). (iv) Notwithstanding the foregoing, if the Corporation furnishes to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) a certificate signed by the President 1.2 and such registrations have been declared or Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities ordered effective requested to be registered; provided, however, that if any registration that is withdrawn or closed at the time request of such withdrawal, the Initiating Holders have learned (other than as a result of a material adverse change in affecting the condition, business, or prospects Company) shall count as one (1) of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be two (2) required to pay any of such expenses and shall retain their rights registrations pursuant to this Section 5(f1.2(c)(i); or (ii) If the Company delivers notice to the Initiating Holders within thirty (30) days of such Initiating Holders’ registration request that the Company intends to file 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 to employees of the Company pursuant to a stock option, stock purchase or similar plan or a transaction pursuant to Rule 145 of the Securities Act (“SEC Rule 145”)) within sixty (60) days from the date of such notice; provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable SecuritiesSecurities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Corporation Company shall, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, effect, as soon expeditiously as practicablereasonably possible, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationHolders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f).2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoingCompany gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once twice in any twelve (12) month period.; (vvi) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (ia) If Subject to the Corporation receives at any time after six (6) months following conditions of this Section 2.2, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable SecuritiesSecurities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Corporation Company shall, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, effect, as soon expeditiously as practicablereasonably possible, the registration under the Securities Act of all Registrable Securities which the Demand that all Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);registered. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.2 or any request pursuant to Section 2.4 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i2.2(a) hereofor Section 2.4(a), as applicable. In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationHolders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)2.2 or Section 2.4, if the underwriter(s) advise(s) underwriter advises the Corporation in writing Company that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is obligated Company shall not be required to effect only a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two (2) such registrations pursuant to this Section 5(f2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof).; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) Notwithstanding if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the foregoing, Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 2.2 a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer effected at such time, in which event the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Corporation may Company not utilize this right more than once in any twelve (12) month period.; (vvi) All expenses incurred in connection with a registration if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration request made pursuant to this Section 5(f2.4 below; or (vii) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding any particular jurisdiction in which the foregoing, the Corporation shall not Company would be required to pay for any expenses qualify to do business or to execute a general consent to service of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; providedprocess in effecting such registration, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, qualification or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f)compliance.

Demand Registration. (ia) If the Corporation Company receives at any time after six (6) months following the effective date of the Corporation’s initial public offeringtime, a written request from the Demand Holders of 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 twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that the Corporation file a registration statement under the Securities Act covering the registration of the Registrable Securitiesoutstanding, then the Corporation Company shall, : (i) within ten (10) business 10 days after of the receipt thereof, give written notice of such request to all Demand Holders, and effect, ; (ii) use all reasonable efforts to 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 which the Demand Holders request to be registered and included in such registrationregistered, subject only to the limitations of this Section 5(fsubsection 1.2(b);; and (iiiii) use all reasonable efforts to cause such registration statement to become effective. (b) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) subsection 1.2(a), and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereofsubsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be an underwriter of regional or national standing reasonably acceptable to the Company. In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such the registration shall be conditioned upon such Demand Holder’s 's participation in such the underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein). All Demand Holders proposing to distribute their 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 managing underwriter or underwriters selected for such underwriting by the Corporationunderwriting. Notwithstanding any other provision of this Section 5(f)1.2, if the underwriter(s) advise(s) underwriter advises the Corporation Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Initiating Holders shall also so advise all Demand 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 reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (all 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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoing, if the Corporation Company furnishes to Demand Initiating Holders requesting the filing of a registration statement pursuant to this Section 5(f) a certificate signed by the President or Chief Executive Officer of the Corporation Company stating that the Company is actively engaged in an offering for itself or others or that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation and its stockholders Company for such a registration statement to be filed and it is therefore essential necessary to defer the filing of such the registration statement, then the Corporation Company shall have the right to defer such taking action with respect to the filing for a period of not more than one hundred and twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Corporation Company may not utilize this right more than once in any twelve (12) twelve-month period. (vd) All expenses incurred in connection with a In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for 1.2 (i) after the Corporation, and of Company has effected one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions 1.2 and such registration has been declared or other amounts payable to underwriters ordered effective or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f(ii) if the such demand registration request is subsequently withdrawn at the request would then be filed within six months of the Demand Holders initial filing of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this under Section 5(f)1.9.

Demand Registration. (ia) If Subject to the Corporation receives conditions of this Section 5.2, if the Company shall receive at any time after six the later of April 1, 2000 and one hundred twenty (6120) months following days after the effective date closing of the Corporation’s initial public offering, IPO a written request from the Demand Initiating Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Corporation Company file a registration statement under the Securities Act covering the registration of at least 50% of the Registrable SecuritiesSecurities held by such Initiating Holders, then the Corporation Company shall, within ten thirty (1030) business days after of the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of Section 5.2(b), effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered and included in such registration, subject only to the limitations of this Section 5(f);Act. (iib) If the Demand Initiating Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 5.2 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof5.2(a). In such event, the right of any Demand Holder to include such Demand Holder’s 's Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CorporationInitiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 5(f)5.2, if the underwriter(s) advise(s) underwriter advises the Corporation Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten (including Registrable Securities) then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriter(s) and allocated among the Demand Holders of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities then outstanding held by each Demand Holder requesting registration 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 securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and or withdrawn from such underwriting shall be withdrawn from the registration. (iiic) The Corporation is Company shall not be obligated to effect only more than two (2) such registrations pursuant to this Section 5(f)5.2. (ivd) Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) 5.2, a certificate signed by the President or Chief Executive Officer Chairman of the Corporation Board stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f).the

Demand Registration. (i) If the Corporation receives Company shall receive at any time six months or more after six (6) months following the effective date of the Corporation’s Company's initial public offering, offering of its securities pursuant to a registration filed under the Securities Act a written request from the Demand Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding CBS that the Corporation Company file a registration statement under the Securities Act covering the registration of the Registrable SecuritiesSecurities pursuant to this Section 3.2, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such request to all Demand Holders, and Company shall effect, as soon as practicablepracticable and in any event within sixty (60) days of the 3 61 receipt of such request, the registration under the Securities Act of all Registrable Securities which the Demand Holders request CBS requests to be registered and included in such registrationregistration by such written notice, subject only to the limitations of this Section 5(f); 3.2; provided that the Registrable Securities requested by CBS to be registered pursuant to such request must have an anticipated aggregate public offering price (iibefore any underwriting discounts and commissions) of not less than $5,000,000. If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend CBS intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they then CBS shall so advise the Corporation Company as a part of their its request made pursuant to this Section 5(f) and the Corporation shall include such information in the written notice referred to in Section 5(f)(i) hereof3.2. In such event, the right of any Demand Holder to include such Demand Holder’s Registrable Securities in such registration The underwriter shall be conditioned upon such Demand Holder’s participation in such underwriting selected by the Company with the consent of CBS, which consent will not unreasonably be withheld, and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting CBS shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CorporationCompany. Notwithstanding any other provision of this Section 5(f)3.2, if the underwriter(s) advise(s) the Corporation Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Corporation Company shall also so advise all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant heretoCBS, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among first, to the Demand Company, second, to the Preferred Stock Holders, if and to the extent such Preferred Stock Holders have exercised their registration rights granted under the Investors' Rights Agreement, and third, if and only to the extent that the inclusion of such Registrable Securities on a pro rata basis according will not reduce the amount of the shares that the Preferred Stock Holders may include in such registration and underwriting, to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holders)CBS; provided, however, that the number of shares of Registrable Securities managing underwriter(s) shall have the absolute right and discretion to be included in such exclude from a registration and underwriting relating to the Company's initial public offering any and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registrationRegistrable Securities. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (iii) . The Corporation Company is obligated to effect only two one (21) such registrations registration pursuant to this Section 5(f). (iv) 3.2. The Company shall not be deemed to have effected a registration pursuant to this Section 3.2 unless a registration statement in respect thereof shall have been declared effective by the Commission. Notwithstanding the foregoing, if the Corporation furnishes Company shall furnish to Demand Holders requesting the filing of a registration statement pursuant to this Section 5(f) CBS a certificate signed by the President or Chief Executive Officer of the Corporation Company stating that in the good faith judgment of the Board of Directors of the CorporationCompany, it would be seriously detrimental to the Corporation Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 120 days after receipt of the request of the Initiating HoldersCBS; provided, however, that the Corporation Company may not utilize this right more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f).

Demand Registration. (ia) If the Corporation receives at At any time after six (6) months following October 10, 1997, if the effective date of the Corporation’s initial public offering, Company shall receive a written request from the Demand Apollo Holders of at least twenty-five percent (25%) 50% of the Apollo Registrable Securities then outstanding and entitled to registration rights under this Section 2 (the "Initiating Apollo Holders") that the Corporation file a Company ------------------------- effect the registration statement under the 1933 Act of a number of Apollo Registrable Securities Act covering the registration constituting at least 500,000 shares of the Registrable SecuritiesCommon Stock, then the Corporation Company shall, within ten (10) business five days after of the receipt thereof, give written notice of such request to all Demand Holders, Holders and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Demand Holders request to be registered and included in such registrationshall, subject only to the limitations of this Section 5(f2.1, use its best efforts to effect such a registration as soon as practicable and in any event to file within 75 days of the receipt of such request a registration statement under the 1933 Act covering all the Registrable Securities which the Holders shall in writing request (within 10 days of receipt of the notice given by the Company pursuant to this Section 2.1(a);) to be included in such registration and to use its reasonable best efforts to have such registration statement become effective within 120 days after receipt of such request. (iib) If the Demand Initiating Apollo Holders initiating the registration request under this Section 5(f) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation Company as a part of their request made pursuant to this Section 5(f) 2.1 and the Corporation Company shall include such information in the written notice referred to in Section 5(f)(i) hereof2.1(a). In such event, the right of any Demand Holder to include such Demand Holder’s its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Apollo Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.3(d)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CorporationInitiating Apollo Holders. The Initiating Apollo Holders shall consult with the Board of Directors regarding the selection of an underwriter or underwriters, but approval by the Board of Directors of any underwriter selected by the Initiating Apollo Holders shall not be required. Notwithstanding any other provision of this Section 5(f2.1, if, in the case of a registration requested pursuant to Section 2.1(a), if the underwriter(s) advise(s) underwriter advises the Corporation Initiating Apollo Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Corporation Initiating Apollo Holders shall also so advise the Company and all Demand Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and all securities other than Registrable Securities sought to be included in the underwriting shall first be excluded. To the extent that further limitation is required, the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Demand Holders of Registrable Securities on a pro rata basis among all Holders desiring to participate in such underwriting (according to the number of Registrable Securities then outstanding held by each Demand Holder requesting registration (including the Initiating Holderssuch Holder); provided, however, that the number of shares of . No Registrable Securities requested by any Holder to be included in such underwriting and a registration pursuant to Section 2.1(a) shall not be reduced unless all other securities of the Corporation and other stockholders are first entirely excluded from the underwriting and registration. Any unless all securities other than Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationare first excluded. (iii) The Corporation is obligated to effect only two (2) such registrations pursuant to this Section 5(f). (ivc) Notwithstanding the foregoingforegoing provisions of this Section 2.1, if in the Corporation furnishes event that the Company is requested to Demand Holders requesting the filing of a file any registration statement pursuant to this Section 5(f2.1: (i) the Company shall not be obligated to effect the filing of such registration statement during the six months following the effective date of any other registration statement pertaining to an underwritten public offering of securities for the account of the Company; and (ii) if the Company shall furnish to the Holders requesting such registration statement a certificate signed by the President or Chief Executive Officer president of the Corporation Company (A) stating that that, in the good faith judgment of a majority of the disinterested members of the Board of Directors of Directors, (1) an undisclosed material event (x) has occurred and is continuing or (y) is likely to occur within 90 days and (2) the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing disclosure of such registration statementundisclosed material event would have a material adverse effect on the Company or on a proposed material transaction involving the Company or a substantial portion of its assets and (B) describing in reasonable detail such undisclosed material event, then the Corporation Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) 120 days after receipt of the request of the relevant Initiating Apollo Holders; provided, however, that the Corporation Company may not utilize the right -------- ------- set forth in this right Section 2.1(c)(ii) more than once in any twelve (12) -month period. (v) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the registration request is subsequently withdrawn at the request of the Demand Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to the Demand Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Demand Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 5(f).