Common use of Demand Registrations Clause in Contracts

Demand Registrations. Section 3.1 At any time commencing after the expiration of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. (i) Subject to Section 3.1 At 2.1(b) below, at any time commencing after the expiration first anniversary of the Lock-Up Perioddate hereof, each Holder (the Holders shall have the right to require the Company to file a “Demand Holder”) may make a written request (each a “Demand Request”) for registration statement under the Securities Act (a “Demand Registration”) covering such aggregate number of all Registrable Securities which represents 20% or part greater of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s then outstanding Registrable Securities, by delivering a written request therefor to the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify Company specifying the number of shares of Registrable Securities proposed to be sold included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Holder. Section 3.2 Within 15 Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration being referred to as the "Initiating Holders"). As promptly as practicable, but no later than ten days after receipt of each a Demand Registration Request, the Corporation Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all non-requesting Holders of record of Registrable Securities. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holders. Within ) within 30 days after the receipt of such noticethe Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holders, the non-requesting Holders shall provide Company states in such written notice or gives telephonic notice to the Corporation of their intention all Holders, with written confirmation to have any or all of their Registrable Securities follow promptly thereafter, that such registration will be included in the Demand Registration. on a Form S-3). (iii) The Corporation shall Company shall, as expeditiously as possible but subject to Section 2.1(b), use its commercially reasonable efforts to file a Registration Statement registering (x) effect such registration under the Securities Act of the Registrable Securities as may be which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by any Holders thereof the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (including b) Notwithstanding anything to the Holder or Holders making contrary in Section 2.1(a), the initial Demand RequestRegistration rights granted in Section 2.1(a) with to the Commission Investors are subject to the following limitations: (i) the Company shall not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts be required to cause the same a registration pursuant to Section 2.1(a)(i) to be declared effective by within a period of 180 days after the Commission as promptly as practicable after such filing. Both effective date of any other registration statement of the Demand Request and Company filed pursuant to the Securities Act; (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion registration of Registrable Securities owned by should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a Demand Holder pursuant "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event for more than three months (including a such period of postponement or withdrawal under this clause (ii), the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in this Section 3each case, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requestspromptly after the occurrence thereof; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation Company shall not apply. In additionbe permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve months after the expiration of such Postponement Period; (iii) the Company shall not, no Holder be obligated to effect more than three Demand Registrations under Section 2.1(a) and (iv) the Company shall not be entitled required to deliver effect a Demand Request within 90 days after Registration unless the effectiveness Registrable Securities to be included in such registration have an aggregate anticipated offering price of at least $25,000,000 (based on the then-current market price of the Common Stock). If the Company shall give any notice of postponement or withdrawal of any Registration Statement filed (i) by the Corporation registration statement pursuant to an Underwritten Offering by the Corporation or clause (ii) above, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on behalf Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any Demand notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other holder governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of demand registration rights. Section 3.4 A registration will not count as a Demand Registration this Agreement until the Registration Statement registering Company shall have filed a new registration statement covering the shares of Registrable Securities covered by the withdrawn registration statement and such Demand Request has registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the Commission withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsInitiating Holders shall have withdrawn such request, in which case such demand will count as a Demand Registrationthe Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is 2.1(a)(i), (i) material non-public information regarding authorized but unissued shares of Common Stock or shares of Common Stock held by the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose Company as treasury shares and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (any other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may are requested to be included in such registration pursuant to the Registration Statement because in its judgmentexercise of piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such limitation inclusion shall be permitted only to the extent that it is necessary pursuant to effect an orderly public distributionand subject to the terms of the underwriting agreement or arrangements, thenif any, in entered into by the discretion of such managing underwriterInitiating Holders. (d) In connection with any Demand Registration, the Corporation Company shall include have the right to designate the lead managing underwriter in connection with such Registration Statement only registration and each other managing underwriter for such portion of the Registrable Securities with respect to which registration, provided that in each case, each such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion underwriter is reasonably satisfactory to the number of such shares owned by such Initiating Holders.

Demand Registrations. Section 3.1 (a) At any time commencing (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the expiration one hundred and eightieth (180th) day following the occurrence of an Initial Public Offering, such Holders (the Lock-Up Period“Demanding Holders”) shall have the right, each Holder by delivering written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration ), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) provided; however, that it shall be a condition to making a Demand Registration under clause (y) above that the aggregate offering price of the Registrable Securities to be registered by the Demanding Holders is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or part a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) calendar days after such notice is given by the Company. (b) Following receipt of a Demand Notice, subject to Section 2(c), Section 4 and, Section 6 and Section 16(h), the Company will use its reasonable best efforts to file, as promptly as reasonably practicable (but not later than ninety (90) calendar days after receipt by the Company of such Demand Notice in the case of a registration made on Form S-1 or comparable successor form, as applicable, or sixty (60) calendar days in the case of any registration eligible to be made on Form S-3 or comparable successor form, as applicable), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Demand Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (and in any event in accordance with Section 5), provided that if such Demand Notice relates to a Shelf Registration Statement, the provisions of Section 4 shall apply. The Holders shall have the right to request two (2) registrations per year pursuant to this Section 2. Demanding Holders holding at least a majority of the Registrable Securities held by the Demanding Holders shall have the right to notify the Company that they have determined that the Registration Statement and/or Shelf Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such HolderRegistration Statement and/or Shelf Registration Statement. In the event any registration attempted under this Section 2 pursuant to which the Company would be responsible for the Registration Expenses of the Holders is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Holders with respect to two (2) consummated registrations per year made under this Section 2; provided, however, that if a registration attempted under this Section 2 is not consummated solely as a result of the withdrawal of the Holders requesting such registration, unless such Holders reimburse the Registration Expenses incurred by the Company, such Registration Statement shall count against the two (2) Registration Statements that the Company is required to a consummate per year. In any Demand Registration involving an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Demanding Holders, subject to approval of the Company not to be unreasonably withheld. (c) A Registration Statement filed pursuant to a Demand Notice may include Other Securities; provided, however, that the Company and any other such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms and to any lock-up or similar limitations applicable to the Holders. Notwithstanding any other provisions of this Section 2, if the representative of the underwriters advises the Holders and the Company in writing (a “Cutback Notice”) that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities requested to be registered so included together with all such Other Securities, then there shall be less than all included in such underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such Demand Holder’s Registrable Securitiesmanaging underwriter(s) can be sold without so adversely affecting such offering, the and such number of Registrable Securities requested to and Other Securities shall be registered shall, on the date that the Demand Request is delivered, allocated for inclusion as follows: (i) constitute at least three percent (3%first, to the Holder(s) requesting inclusion in such registration, pro rata among such Holder(s) on the basis of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed for which each such Holder has requested registration, (ii) second, to the Company for any securities it proposes to sell for its own account, and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration. If a Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such Person shall be sold excluded therefrom by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestwritten notice from the Company, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, underwriter or the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand RegistrationHolder(s). The Corporation securities so excluded shall use its commercially reasonable efforts to file a Registration Statement registering such also be withdrawn from registration. A registration shall not be counted as “consummated” for purposes of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; providedregistrations per year requirement if, howeveras a result of a Cutback Notice, fewer than fifty percent (50%) of the total number of Registrable Securities that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall Holders have requested to be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand included in such registration rightsstatement are actually included. (d) Except as provided in Section 3.4 A registration will not count as a Demand 2(b) with respect to withdrawn Registration until the statements, all Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Expenses of the filing of a Registration Statement Holders incurred in connection with two (2) registrations per year requested pursuant to this Section 3.5 2 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public borne by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersCompany.

Demand Registrations. Section 3.1 (a) At any time commencing after and from time to time, the expiration of Holders’ Representative shall have the Lock-Up Period, each Holder right by delivering a written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is either (i) at least 1,800,000 shares of Registrable Securities or (ii) if the total amount of Registrable Securities owned by the Holders is less than 1,800,000 shares, such total number of shares of Registrable Securities. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its best efforts to file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be registered included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) No securities shall be less than all included under any Demand Registration Statement related to an underwritten offering without the written consent of such Demand Holder’s Registrable Securitiesthe Holders’ Representative, the except Registrable Securities requested to be included therein pursuant to Section 2.1(a). Subject to the preceding sentence, if any of the Registrable Securities registered shallpursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, on and the date managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding total number or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand RequestRegistration Statement, exceeds the Corporation shall give written notice total number or dollar amount of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such noticesecurities that can be sold without having an adverse effect on the amount, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any price, timing or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such distribution of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after so included together with all such filing. Both the Demand Request and any request to join Other Securities, then there shall be included in such Demand Request shall be considered a single Demand Request. Any inclusion offering the number or dollar amount of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice and such Other Securities that in the opinion of a non-requesting holder to join a Demand Requestsuch managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be deemed to have been effected pursuant to a single Demand Requestallocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such demand offering was requested by the Holders, pro rata (if applicable) as nearly as practicable, based on the number of Registrable Securities Beneficially Owned by each such Holder; and (ii) second, among any holders of Other Securities, pro rata as nearly as practicable, based on the number of Other Securities Beneficially Owned by each such holder. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assigneesc) The Holders collectively shall be entitled to deliver request no more than two three Demand Registrations of the Company, and in no event shall the Company be required to effect more than one Demand Registration in any six month period. (2d) In the event of a Demand Requests; providedRegistration, howeverthe Company shall use its reasonable best efforts to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. For the avoidance of doubt, that if the Corporation meets foregoing sentence is not intended to limit the eligibility requirements for using obligation of the Company to maintain the continuous effectiveness of the Short-Form S-3, then this limitation shall not apply. In addition, no Holder Registration contemplated by Section 2.1(h) as required by Section 2.1(h). (e) The Company shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing postpone (but not more than once in any six-month period), for a reasonable period of time not in excess of 60 days (and not for periods exceeding, in the preparation) of aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Registration Statement required if the Company delivers to the Holders’ Representative a certificate signed by this Section 3 until both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in such officers’ good faith judgment, (A) such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with a date not later than 90 days after material pending financing, acquisition, disposition, corporate reorganization, merger, public offering of securities, or other material transaction involving or being contemplated by the Demand Filing Date if: Company, or other similarly material events then concerning the Company, (aB) there the Company is (i) in possession of material non-public information regarding not otherwise then required by Law to be publicly disclosed and that the Corporation which the Board reasonably determines Company deems advisable not to disclose in such Registration Statement, or (C) a requirement to include pro forma information, which requirement the Company is reasonably unable to comply with at such time. (f) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Corporation’s best interest Company shall promptly abandon or withdraw such Registration Statement. (g) No request for registration will count for the purposes of the limitations in Section 2.1(c) if: (A) the Holders’ Representative determines in good faith to disclose and which withdraw the Corporation proposed registration prior to the effectiveness of the Registration Statement relating to such request due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such request is not otherwise required to disclose or (ii) there declared effective within 60 days of the date such Registration Statement is a significant business opportunity (including but not limited to first filed with the acquisition or disposition of assets SEC (other than in solely by reason of the ordinary course of business) or any mergerapplicable Holders having refused to proceed), consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (bC) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral sale of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority at least 90% of the Registrable Securities being registered on included in the Registration Statement filed applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court, (D) more than 25% of the Registrable Securities requested by the Holders to be included in the registration are not so included pursuant to Section 2.1(b), or (E) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such Demand Request upon providing written notice request are not satisfied (other than as a result of a material default or breach thereunder by the applicable Holders). Except for any registration withdrawn pursuant to the Corporation; if withdrawnone of (A) through (E) above or Section 2.2(a), the Demand Request Selling Holders shall be deemed not to have been made reimburse the Company for purposes of this Annex A. Section 3.6 If, all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with any offering described registration which is not completed solely due to actions or elections of the Holders. (h) In addition to the foregoing, the Company will use its reasonable best efforts to qualify for registration on Form S-3 (including, if available, an automatic shelf registration statement for a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act) or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration”) and such Short-Form Registration shall be filed by the Company as promptly as practicable and shall constitute a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis (notwithstanding anything to the contrary in Section 3.1 of this Annex A2.1(d)) of, the managing underwriter shall impose a limitation on Registrable Securities, pursuant to Rule 415 under the number of shares of Common Stock which may be included in Securities Act, to permit the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion distribution of the Registrable Securities in accordance with respect the methods of distribution elected by the Holders, including by means of an underwritten offering. Upon filing a Short-Form Registration, the Company shall use its reasonable best efforts to which keep such Short-Form Registration effective with the SEC at all times and any Short-Form Registration shall be re-filed upon its expiration, and, subject to Section 2.1(e), the Company shall cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the Holders’ Representative or as otherwise required, until the Holders have requested inclusion pursuant hereto as such limitation permits. No shares of no longer hold Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such sharesin each case, in proportion notwithstanding anything to the number of such shares owned by such Holderscontrary in Section 2.1(d)).

Demand Registrations. Section 3.1 At any time commencing after (a) Each Holder shall have the expiration right, subject to the terms of this Agreement, to require the Company to register for offer and sale under the Securities Act all or a portion of the Lock-Up PeriodRegistrable Securities then owned by such Holder subject to the requirements and limitations in this Section 2. In order to exercise such right, each the Holder (the “Demanding Holder”) must give written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration requesting that the Company register under the Securities Act the offer and sale of Registrable Securities (i) having a market value on the date the Demand Notice is received (the “Demand RegistrationDate”) of at least $50 million based on the then prevailing market price, (ii) representing at least 5% of the outstanding Common Stock (on a fully diluted basis) or (iii) representing all or part of the Registrable Securities then held by such Holder; provided, however, that if Holder and its Affiliates. Upon receipt of the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable SecuritiesNotice, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, Company shall (i) constitute at least three percent (3%) promptly notify the other Holders of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request Notice, (the “Demand Filing Date”ii) prepare and shall use commercially reasonable efforts to cause the same to be declared effective by file with the Commission as promptly soon as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not event later than 90 days after the Demand Filing Date if: a Demand Registration Statement relating to the offer and sale of the Applicable Securities on any available form requested by the Demanding Holder (awhich may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) there is and (iii) use reasonable efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable. The Company shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or two years (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause shelf Demand Registration Statement) or 90 days (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause any other Demand Registration Statement) from the Effective Time of such Registration Statement and (a)(ii), ii) such time as all of the significant business opportunity is disclosed Applicable Securities have been disposed of by the Corporation Electing Holders. (b) The Company shall have the right to postpone (or, if necessary or is terminatedadvisable, withdraw) the filing, or (z) in to delay the case of a deferral pursuant to clause (b)effectiveness, the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant or offers and sales of Applicable Securities registered under a shelf Demand Registration Statement if the board of directors of the Company determines in good faith that such Registration would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving the Company or any of its Subsidiaries, or would otherwise be seriously detrimental to the Company and its Subsidiaries, taken as a whole, and furnishes to the Electing Holders a copy of a resolution of the board of directors of the Company setting forth such determination; provided, however, that the Company may postpone a Demand Registration or offers and sales of Applicable Securities under a shelf Demand Registration Statement no more than once in any 12 month period and that no single postponement shall exceed 90 days in the aggregate. The Company shall advise the Electing Holders of any such determination as promptly as practicable. (c) Notwithstanding anything in this Section 3.52, the Corporation Company shall promptly (but in not be obligated to take any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to action under this Section 3.5 2: (i) with respect to more than four non-shelf Demand Registration Statements relating to underwritten offerings which have become effective and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of which covered all the Registrable Securities being registered on the requesting to be included therein, or (ii) with respect to more than two shelf Demand Registration Statement filed Statements which have become and remained effective as required by this Agreement. (d) The Company may include in any registration requested pursuant to such Demand Request upon providing written notice Section 2(a) hereof other securities for sale for its own account or for the account of another Person, subject to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in following sentence. In connection with any offering described in Section 3.1 of this Annex Aan underwritten offering, if the managing underwriter shall impose a limitation on advises the Company and the Electing Holders in writing that in its opinion the number of shares securities requested to be registered exceeds the maximum number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary offering (with respect to effect an orderly public distribution, then, in the discretion of such managing underwriterany offering, the Corporation “Maximum Number”), the Company shall include such Maximum Number in such Registration Statement only such portion of as follows: (i) first, the Registrable Applicable Securities with respect requested to which such Holders have be registered by the Demanding Holder, (ii) second, the Applicable Securities requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall to be excluded from the Registration Statement unless all included by any other securities of the Corporation Electing Holders, if any, (including iii) third, any securities proposed to be registered included by the Corporation Company and (iv) fourth, any other securities requested to be included in such Registration. For purposes of this Agreement, an “underwritten offering” shall be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors. (e) The Demanding Holder shall have the right to withdraw its own account) Demand Notice (in which case such Demand Notice shall be deemed never to have been so excludedgiven for purposes of Section 2(a)) (i) at any time prior to the time the Demand Registration Statement has been declared or becomes effective if the Demanding Holder reimburses the Company for the reasonable out-of-pocket expenses incurred by it prior to such withdrawal in effecting such Registration, (ii) upon the issuance by the Commission or any court or other governmental agency or authority of a stop order, injunction or other order which prohibits or interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than as a result of default by the Demanding Holder, (iv) there has been a material adverse change in market conditions or in the Company’s business, financial condition, results of operations or prospects since the date of such Demand Notice, or (v) if the Company exercises any of its rights under Section 2(b) of this Agreement. Any exclusion of Registrable Securities If the Holders withdraw a Demand Notice pursuant to this Section 2(e) and the Company nevertheless decides to continue with the Registration as to securities other than the Applicable Securities, then the Holders shall be made pro rata among entitled to participate in such Holders seeking Registration pursuant to include Section 3 hereof, but in such shares, in proportion case the Intended Offering Notice must be given to the number Holders at least 10 business days prior to the anticipated filing date of the Registration Statement and the Holders shall be required to give the Piggyback Notice no later than five business days after the Company’s delivery of such shares owned Intended Offering Notice. (f) If any Registration pursuant to this Section 2 shall relate to an underwritten offering, the Demanding Holder shall select the managing underwriter or underwriters with the consent of the Company, which consent shall not be unreasonably withheld or delayed, and the right of any other Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and arrangements required by such Holdersthis Agreement.

Demand Registrations. Section 3.1 (a) At any time commencing after that the expiration Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Lock-Up PeriodRegistrable Securities then outstanding may request, each Holder by written notice given to the Company (a the “Demand HolderNotice”) may make a written request ), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Demand Request”) for registration under the Securities Act (a “Demand Long-Form Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions). Each Demand Request request for a Long-Form Registration shall specify the approximate number of shares of Registrable Securities proposed required to be sold by such Demand Holder. Section 3.2 Within 15 days after registered. Upon receipt of each Demand Requestsuch request, the Corporation Company shall give written promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such Demand Request request to all non-requesting Holders. Within 30 other holders of Registrable Securities who shall then have ten (10) days after receipt of from the date such notice, notice is given to notify the non-requesting Holders shall provide written notice to the Corporation Company in writing of their intention desire to have any or all of their Registrable Securities be included in the Demand Registrationsuch registration. The Corporation Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same such Registration Statement to be declared effective by the Commission as promptly soon as practicable after such filingthereafter. Both the Demand Request and any request The Company shall not be required to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no effect more than two (2) Demand Requestssuch Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will shall not count as a Demand Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement registering on Form S-3 or any similar Short-Form Registration after the shares date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration. (b) The Company shall use its commercially reasonable efforts to qualify and to remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. If the Company is qualified for the use of a Registration Statement on Form S-3, the holders of Registrable Securities shall have the right to request an unlimited number of registrations of their Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such Demand Request has been request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the Company is qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto or another Short-Form Registration, the Company shall cause such Short-Form Registration to be filed within thirty (30) days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (unless c) Upon the occurrence of any event that would cause the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) to contain a material nonmisstatement or omission or (ii) to be not effective and usable for resale of Registrable Securities during the period that such Demand Registration is required to be effective and usable, the Company shall promptly file an amendment to the Demand Registration, in the case of clause (i), correcting any such misstatement or omission and, in the case of either clause (i) or (ii), use its commercially reasonable efforts to cause such amendment to be declared effective and such Demand Registration to become usable as soon as practicable thereafter. (d) The Company agrees to use its commercially reasonable efforts to keep any Demand Registration filed pursuant to this Section 2 continuously effective and usable for the sale of Registrable Securities until such time as all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement or such Registrable Securities cease to be Registrable Securities, as such period may be extended pursuant to this Section 2. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Long-public information regarding Form Registration or Short-Form Registration otherwise required to be prepared and filed by the Corporation which Company pursuant to this Section 2, or to suspend the use of any Long Form Registration or Short-Form Registration, for a period not in excess of sixty (60) days (a “Delay Period”) if a majority of the Board reasonably of Directors of the Company determines not in their reasonable good faith judgment that the registration and distribution of the Registrable Securities covered or to be covered by such Long-Form Registration or Short-Form Registration, as applicable (i) is not in the Corporation’s best interest to disclose and which interests of the Corporation Company, or would have a material adverse effect on the Company or, any proposed or pending financing, acquisition, disposition, merger or other material corporate transaction involving the Company or any of its subsidiaries, (ii) would require disclosure of any other material corporate development that the Company is not otherwise required to disclose or (iiiii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than prospectus contained in the ordinary course Registration Statement of business) the Long Form Registration or any mergerShort-Form Registration contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral light of the filing circumstances under which they were made, not misleading. The Company will promptly give the Holders written notice of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 determination and an approximation of the period of the anticipated delay. Within twenty ; provided, however, that the aggregate number of days included in all Delay Periods during any consecutive twelve (2012) months shall not exceed the aggregate of (x) ninety (90) days after receiving minus (y) the number of days occurring during all Interruption Periods (as defined in Section 5(o) hereof) during such certificateconsecutive twelve (12) months. Each Holder agrees to cease all public disposition efforts under such Long-Form Registration or Short-Form Registration with respect to Registrable Securities held by such Holder immediately upon receipt of notice of the beginning of any Delay Period. The Company shall provide written notice to the Holders of the end of each Delay Period. The Company shall not be entitled to initiate a Delay Period unless it shall concurrently prohibit sales by other security holders of the Company under registration statements covering securities held by such other security holders and sales by executive officers of the Company during such period. The time period for which the Company is required to maintain the effectiveness of a Long-Form Registration or Short-Form Registration referred to above shall be extended by the aggregate number of days of all Delay Periods and Interruption Periods affecting such Registration, and such period and any extension thereof is hereinafter referred to as the “Effectiveness Period.” (e) Other than securities of Kojaian Ventures L.L.C., Kojaian Holdings, LLC and their respective affiliates and permitted transferees under the Kojaian Registration Rights Agreement (collectively the “Kojaian Holders”), the Demand Request may be withdrawn by those Persons representing a majority of the Company shall not include any securities that are not Registrable Securities being registered on the in any Registration Statement filed pursuant to such Demand Request upon providing this Section 2 without the prior written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes consent of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose Selling Holders holding a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion Majority of the Registrable Securities with respect covered by such Demand Registration. After the date of this Agreement, the Company shall not enter into any agreement granting any person other than the Holders (an “Other Security Holder”) piggyback registration rights that would permit the Company securities of such Other Security Holder (or such Other Security Holder’s successors or assigns) to be included on a Demand Registration filed pursuant to this Section 2 or granting any Other Security Holder piggyback rights to include such Other Security Holder’s securities, in any registration in which the Holders have the right to include Registrable Securities, on a priority basis more favorable to such Other Security Holder than is provided pursuant to the first paragraph of Section 3(b). Other than the Kojaian Registration Rights Agreement, there are no agreements granting any Other Security Holder the right to include securities in any registration pursuant to this Section 2. (f) If (x) (i) the Selling Holders holding a Majority of the Registrable Securities covered by such Registration Statement, or the Majority Holders, as applicable, consent to the Company or any such Other Security Holder (or such Other Security Holder’s successors or assigns) having the right to have Company securities included on a Registration Statement filed pursuant to this Section 2 or (ii) any Kojaian Holder exercises such Kojaian Holder’s rights under the Kojaian Registration Rights Agreement and elects to have such Kojaian Holder’s securities included in a Registration Statement filed pursuant to this Section 2 and (y) the managing underwriter(s) of the offering advise the Company in writing that in their good faith judgment the aggregate amount of securities, including Registrable Securities, of the Company that the Company, all Holders, all Kojaian Holders and all Other Security Holders have requested inclusion pursuant hereto as to be included in such limitation permits. No shares registration exceeds the maximum number of securities, including Registrable Securities, that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering, then the Company will include the Registrable Securities shall be excluded from the Registration Statement unless all and such other securities in the Demand Registration filed pursuant to this Section 2 in the following order of priority: (i) first, the Corporation (including any securities proposed Registrable Securities requested to be registered included in such registration by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall Holders and securities requested to be made included in such registration by the Kojaian Holders pro rata among such Holders seeking and Kojaian Holders on the basis of the aggregate amount of securities owned by each such Holder and such Kojaian Holder, (ii) second, if no Registrable Securities requested to include be included in such sharesregistration by the Holders and no securities requested to be included in such registration by the Kojaian Holders were excluded pursuant to clause (i) of this Section 2(f) and subject to Section 2(e), securities requested to be included in such registration by Other Security Holders (other than Kojaian Holders) pro rata among such Other Security Holders on the basis of the aggregate amount of securities owned by each such Other Security Holders, and (iii) third, the securities the Company proposes to sell; provided, that if such registration contemplates an “over-allotment option” on the part of underwriters, to the extent such over-allotment option is exercised and Holders were excluded from registering any Registrable Securities and/or Kojaian Holders were excluded from registering securities under the Kojaian Registration Rights Agreement pursuant to the priority provisions of this Section 2(f), then the over-allotment option shall be exercised first with respect to such Registrable Securities and securities of such Kojaian Holders and second with respect to securities of Other Security Holders and the Company (subject to Section 2(e), in proportion each case, to the extent of such exclusion). (g) Selling Holders holding a Majority of the Registrable Securities to be included in a Demand Registration pursuant to this Section 2 may, at any time prior to the effective date of the Demand Registration in respect thereof, revoke such request by providing a written notice to the Company to such effect; provided, that any Long-Form Registration shall not be counted towards determining the number of Long-Form Registrations to which the Holders are entitled pursuant to Section 2(a) if the Holders pay the out of pocket expenses incurred by the Company in connection with such shares owned by such Holdersrevoked Long-Form Registration.

Demand Registrations. Section 3.1 (a) At any time commencing (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the expiration one hundred and eightieth (180th) day following the occurrence of an Initial Public Offering, such Holders (the Lock-Up Period“Demanding Holders”) shall have the right, each Holder by delivering written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration ), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided; however, that it shall be a condition to making a Demand Registration that is to be an underwritten offering under clause (y) above that the aggregate offering price of the Registrable Securities to be registered by the Demanding Holders in such underwritten Demand Registration is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including whether such Demand Registration is to be an underwritten offering. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or part a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) calendar days after such notice is given by the Company. (b) Following receipt of a Demand Notice, subject to Section 2(c), Section 4 and, Section 6 and Section 16(h), the Company will use its reasonable best efforts to file, as promptly as reasonably practicable (but not later than ninety (90) calendar days after receipt by the Company of such Demand Notice in the case of a registration made on Form S-1 or comparable successor form, as applicable, or sixty (60) calendar days in the case of any registration eligible to be made on Form S-3 or comparable successor form, as applicable), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Demand Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (and in any event in accordance with Section 5), provided that if such Demand Notice relates to a Shelf Registration Statement, the provisions of Section 4 shall apply. The Holders shall have the right to request two (2) registrations per year pursuant to this Section 2. Demanding Holders holding at least a majority of the Registrable Securities held by the Demanding Holders shall have the right to notify the Company that they have determined that the Registration Statement and/or Shelf Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such HolderRegistration Statement and/or Shelf Registration Statement. In the event any registration attempted under this Section 2 pursuant to which the Company would be responsible for the Registration Expenses of the Holders is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Holders with respect to two (2) consummated registrations per year made under this Section 2; provided, however, that if a registration attempted under this Section 2 is not consummated solely as a result of the withdrawal of the Holders requesting such registration, unless such Holders reimburse the Registration Expenses incurred by the Company, such Registration Statement shall count against the two (2) Registration Statements that the Company is required to a consummate per year. In any Demand Registration involving an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Demanding Holders, subject to approval of the Company not to be unreasonably withheld. (c) A Registration Statement filed pursuant to a Demand Notice may include Other Securities; provided, however, that the Company and any other such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms and to any lock-up or similar limitations applicable to the Holders. Notwithstanding any other provisions of this Section 2, if the representative of the underwriters advises the Holders and the Company in writing (a “Cutback Notice”) that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities requested to be registered so included together with all such Other Securities, then there shall be less than all included in such underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such Demand Holder’s Registrable Securitiesmanaging underwriter(s) can be sold without so adversely affecting such offering, the and such number of Registrable Securities requested to and Other Securities shall be registered shall, on the date that the Demand Request is delivered, allocated for inclusion as follows: (i) constitute at least three percent (3%first, to the Holder(s) requesting inclusion in such registration, pro rata among such Holder(s) on the basis of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed for which each such Holder has requested registration, (ii) second, to the Company for any securities it proposes to sell for its own account, and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration. If a Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such Person shall be sold excluded therefrom by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestwritten notice from the Company, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, underwriter or the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand RegistrationHolder(s). The Corporation securities so excluded shall use its commercially reasonable efforts to file a Registration Statement registering such also be withdrawn from registration. A registration shall not be counted as “consummated” for purposes of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; providedregistrations per year requirement if, howeveras a result of a Cutback Notice, fewer than fifty percent (50%) of the total number of Registrable Securities that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall Holders have requested to be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand included in such registration rightsstatement are actually included. (d) Except as provided in Section 3.4 A registration will not count as a Demand 2(b) with respect to withdrawn Registration until the statements, all Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Expenses of the filing of a Registration Statement Holders incurred in connection with two (2) registrations per year requested pursuant to this Section 3.5 2 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public borne by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersCompany.

Demand Registrations. Section 3.1 At Upon written notice to the Company delivered by the Lead Investor at any time commencing from and after the expiration of the Lock-Up PeriodClosing Date and from time to time (each such notice, each Holder (a “Demand Holder”Notice” and the date(s) may make the Lead Investor delivers a written request (Demand Notice to the Company, each a “Demand RequestDate”), the Lead Investor may require the Company to register up to the Demand Required Registration Amount of Demand Registrable Securities not previously registered on a Demand Registration Statement hereunder for resale pursuant to a Demand Registration Statement. The Company shall then (i) within two (2) Business Days after the applicable Demand Date, give written notice thereof to all Investors other than the Lead Investor and (ii) prepare, and, as soon as practicable but in no event later than the applicable Demand Filing Deadline, file with the SEC a Demand Registration Statement on Form F-3 (or the applicable form) covering the resale of all of the Demand Registrable Securities set forth in the Demand Notice. Upon receipt of a notice by the Company pursuant to clause (i) of the immediately preceding sentence, any Investor may notify the Company in writing within five (5) Business Days of receipt of such notice from the Company that it wishes to have all or any portion of its Demand Registrable Securities included in the applicable Demand Registration Statement, and the Company shall treat each such Investor’s Demand Registrable Securities as if such Demand Registrable Securities were included in the applicable Demand Notice. In the event that Form F-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). Each Demand Registration Statement prepared pursuant hereto shall register for resale at least the number of ADSs set forth in the applicable Demand Notice, which shall not exceed, in the aggregate, the Demand Required Registration Amount. Each Demand Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the applicable Demand Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the applicable Demand Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the applicable Demand Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final prospectus to be used in connection with sales pursuant to such Demand Registration Statement. The Lead Investor shall have the right to five (a “5) Demand Registration”) of all or part of the Registrable Securities held by such HolderRegistration Statements hereunder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of Lead Investor may withdraw a Demand Notice and such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request Notice shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until Statement hereunder if the Lead Investor bears all expenses incurred by the Company regarding such withdrawn Demand Notice; provided, further, that the Lead Investor may withdraw a Demand Notice without bearing such expenses and without forfeiting such Demand Registration Statement registering if the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is Lead Investor (i) material non-public information regarding the Corporation which the Board reasonably determines not to be has learned of a PublicCo Material Adverse Effect (as defined in the Corporation’s best interest Securities Purchase Agreement) that was not known to disclose the Lead Investor at the time it delivered the applicable Demand Notice to the Company and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to has withdrawn the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the applicable Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding Notice with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public promptness following disclosure by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion Company of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersPublicCo Material Adverse Effect.

Demand Registrations. Section 3.1 At any time commencing (a) From and after the expiration first anniversary of the LockClosing and until the date on which the Shareholders collectively Beneficially Own less than 5% of the then outstanding Voting Securities, the holders of Registrable Securities shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-Up Periodone percent (51%) of the outstanding Registrable Securities, each Holder to require the Company to register (a the “Initial Demand HolderRegistration”) may make a written request (each a “Demand Request”) for registration under the Securities Act up to one hundred percent (a 100%) of the Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the “Second Demand Registration”) under the Securities Act up to one hundred percent (100%) of all or part of the such remaining Registrable Securities held by such Holderas were not sold pursuant to the Initial Demand Registration; provided, however, that if the Registrable Securities requested to be registered shall be less fewer than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three ten percent (310%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed outstanding immediately prior to be sold by such the effectiveness of the Initial Demand Holder. Section 3.2 Within 15 days after receipt of each Demand RequestRegistration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the Corporation shall give written notice holders of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders Registrable Securities shall provide written notice not be entitled to the Corporation of their intention to have any or all of their Registrable Securities be included in the Second Demand Registration. The Corporation Second Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration. The Company shall file each Demand Registration and use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both SEC within 120 days of the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion date on which the holders of Registrable Securities owned by a first give the written notice for such Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsRegistration; provided, however, that if such written notice is given within 270 days of a Public Offering of the Corporation meets Company and the eligibility requirements managing underwriter of the Public Offering advises the Company that effecting the Demand Registration at the time requested would have a material adverse effect on the market for using Form S-3the Company’s securities, then this limitation the Company may defer its obligation to file the Demand Registration for such period of time, not extending beyond the 270th day after the Public Offering, as is recommended by such managing underwriter. If any Demand Registration is requested to be a “shelf” registration, the Company shall not applyuse its reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of twelve months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 5.2(a)) or such shorter period which will terminate when all Registered Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. In additionNotwithstanding anything herein to the contrary, no Holder shall be entitled the Company may, one time in any 12 month period for up to deliver a maximum of 90 days, delay the filing of any Demand Request within 90 days after Registration, suspend the effectiveness of any Registration Statement filed and/or give a notice for purposes of the last paragraph of Section 5.3, as appropriate, if the Company shall have determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5.3(c)(7) (i) a “Suspension Period”); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the Corporation pursuant to an Underwritten Offering by number of days of the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until Suspension Period if the Registration Statement registering the shares effectiveness of such Demand Request has been declared effective by Registration was suspended, but not beyond eighteen (18) months; and provided, further, that after the Commission (unless termination of the Demand Holder withdraws all of its Registrable Securities and Suspension Period the Corporation has performed its Company shall comply with the obligations hereunder set forth in all material respects, in which case such demand will count as a Demand RegistrationSection 5.3(1). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 (a) At any time commencing after following the expiration date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) a Holder or Holders owning 25% or more in interest of the Lock-Up Period, each Holder Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand RegistrationNotice”) of all or part of such demand to the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered Company. The Demand Notice shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify describe the number of shares of Registrable Securities proposed intended to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt disposed of each Demand Request, and the Corporation intended method of disposition. The Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, then prepare and file with the non-requesting Holders shall provide written notice Commission on or prior to the Corporation Additional Filing Date, a “resale” Registration Statement providing for the resale of their intention to have any or all of their Registrable Securities be included in the Demand RegistrationNotice for an offering to be made on a continuous basis pursuant to Rule 415. The Corporation Any such Registration Statements shall use its commercially reasonable efforts be on Form SB-2 (except if the Company is not then eligible to file a Registration Statement registering register for resale such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using on Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsSB-2, in which case such demand will count as a Demand Registrationregistrations shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Section 3.5 The Corporation may defer the filing (but not the preparation) of a . Each such Registration Statement required by this Section 3 until a date not later than 90 days after shall cover to the Demand Filing Date if: extent allowable under the Securities Act and the rules promulgated thereunder (a) there is including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) material non-public information regarding not permit any securities other than the Corporation which the Board reasonably determines not Registrable Securities to be included in the Corporation’s best interest to disclose any such Registration Statement and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but not limited in any event prior to the acquisition applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or disposition of assets (other than in y) the ordinary course of businessdate on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) or any merger, consolidation, tender offer or other similar transaction) available as determined by the counsel to the Corporation which Company pursuant to a written opinion letter, addressed to the Board reasonably determines not Company’s transfer agent to be in such effect (the Corporation’s best interest to disclose; or“Effectiveness Period”). The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the effective date. (b) prior In the event that the Company is unable to receiving register for resale under Rule 415 all of the Demand RequestRegistrable Securities on any of the Registration Statements that it has agreed to file pursuant to the first sentence of this Section 2A(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of Company will file a Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers of such lesser amount of the Registrable Securities (in the proportions set forth in the last sentence of this Section 2A(b)) as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale of any Registrable Securities that were omitted from its prior Registration Statements filed with the Commission pursuant to this Section 3.5 2A(b) and use its reasonable best efforts to have such registration declared effective as promptly as possible. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall be lifted, and deliver to the requested Registration Statement shall be filed forthwith, if, Company a written notice at any time after the later of (x) in the case of a deferral pursuant to clause (a)(i), date which is six months after the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer Effectiveness Date of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the latest Registration Statement filed pursuant to Section 2A(a) or 2A(b) hereof, as applicable, or (y) the date on which all Registrable Securities registered on all of the prior Registration Statements filed pursuant to Section 2A(a) and 2A(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such Demand Request upon providing written notice to the Corporation; if withdrawnnotice, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the an additional Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in registering any Registrable Securities that were the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion subject of the Registrable Securities with respect to which applicable Demand Notice that were omitted from such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the prior Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersStatements.

Demand Registrations. Section 3.1 At any time commencing at least 180 days after the expiration effective date of a registration statement on Form S-1 covering the Lock-Up PeriodIPO, each Holder either CalPERS or Nomura (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Demand Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute in the aggregate at least three 20 percent (3%) of the shares of Common Stock outstanding Registrable Securities then issued and outstanding, or (ii) have an aggregate minimum market value of at least $25,000,000 US$15 million before calculation of underwriting discounts and commissions, based on the closing trading price of shares of Common Stock on the date that the Demand Request is delivered. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Notwithstanding any other provisions in this Agreement, the Company shall not be obligated to take any action to effect more than two Demand Registrations pursuant to this Section 3. Section 3.2 Within 15 10 days after receipt of each a Demand Request, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation and shall use its commercially reasonable best efforts to file a Registration Statement registering cause such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making giving the initial Demand Requestnotice of intent to offer) to be included in a registration statement to be filed with the Commission not later than 120 60 days after receipt of such a Demand Request (the “Demand Filing Date”) and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join in a prior Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation Company pursuant to an Underwritten Offering by the Corporation Company other than the IPO or (ii) on behalf of any Demand Holder or any other holder of demand registration Demand Registration rights, provided that, in the case of clause (ii) the Holders had an opportunity to include Registrable Securities in such Registration Statement. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request it has been declared become effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration); provided, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Section 3.5 The Corporation Company may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the Corporation which Company which, in the judgment of the Board reasonably determines of Directors of the Company, is not to be in the CorporationCompany’s best interest to disclose and which the Corporation Company is not otherwise required to disclose disclose, or (ii) there is a significant business opportunity (including including, but not limited to to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which Company which, in the judgment of the Board reasonably determines of Directors of the Company, is not to be in the CorporationCompany’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board of Directors of the Company had determined to effect an Underwritten Offering and Offering, the Corporation had taken substantial steps and is proceeding Company has determined to proceed with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwithas promptly as practicable, but in any event within 60 days, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the CorporationCompany, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account Company is abandonedno longer actively pursuing such public offering. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive a duly authorized officer of the Corporation Company stating that the Corporation Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, The Company shall not delay the Demand Request may be withdrawn filing of a Registration Statement pursuant to this Section 3.5 more than once in any 365-day period. The Company shall use all commercially reasonable efforts to cause the filing of a Registration Statement required by those Persons representing a majority this Section 3 as promptly as practicable upon the expiration of the Registrable Securities being registered on deferral period contemplated by this Section 3.5 and to cause the Registration Statement filed pursuant same to be declared effective by the Commission as promptly as practicable after such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A.filing. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, If a Demand Registration involves an Underwritten Offering and the managing underwriter or underwriters shall impose a limitation on advise the Company and the requesting Holders that, in the judgment of such managing underwriter or underwriters, the number of shares of Common Stock which may Registrable Securities requested to be included in such registration (including any shares of Common Stock that the Registration Statement because in its judgment, such limitation is necessary Company proposes to effect an orderly public distribution, then, in be included or are otherwise contractually required to be included that are not Registrable Securities under this Agreement) exceeds the discretion of such managing underwriterMaximum Offering Size, the Corporation Company shall include in such Registration Statement only registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the requesting Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such portion Holders on the basis of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares relative number of Registrable Securities shall or such other shares of Common Stock so requested to be excluded from included in such registration by each such Holder), (ii) second, shares of Common Stock contractually required to be registered for the Registration Statement unless all account of any other securities Persons, including those pursuant to the Partners’ Equity Agreement (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Persons on the basis of the Corporation shares of Common Stock so requested to be included in such registration by such other Persons), and (including iii) third, any securities shares of Common Stock proposed to be registered by the Corporation Company or any shares of Common Stock proposed, but not contractually required, to be registered for its own account) have been so excluded. Any exclusion the account of Registrable Securities shall be made pro rata any other Persons, with such priorities among such Holders seeking to include such shares, in proportion to them as the number of such shares owned by such HoldersCompany may determine.

Demand Registrations. (i) Subject to Section 3.1 At 2.1(c), at any time commencing after following the date hereof but prior to the expiration of the Lock-Up Effectiveness Period, each the Designated Holder shall have the right to require the Company to file a registration statement under the Securities Act covering Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” the registrations so requested are referred to as “Demand Registrations” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Company shall give written notice (a “Demand HolderExercise Notice”) may make of such Demand Registration Request to all Holders of record of Registrable Securities other than the Initiating Holders. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (A) the Registrable Securities of the Initiating Holders and (B) the Registrable Securities of any other Holder of Registrable Securities that shall have made a written request to the Company within the time limits specified below for inclusion in such registration (each together with the Initiating Holders, the “Participating Holders”). Any such request from the other Holders must be delivered to the Company within 15 days after the receipt of the Demand Exercise Notice and must specify the maximum number of Registrable Securities intended to be disposed of by such other Holders. (i) The Company shall as soon as practicable (and in the case of an offering to be made on a continuous basis under Rule 415, in no event later than thirty (30) days following the Demand Registration Request) cause to be prepared and filed with the SEC a Registration Statement providing for the resale of all Registrable Securities which Holders request to be registered. The Registration Statement shall be on Form S-3 if the Company is then eligible to register for resale the Registrable Securities on such form (a “Demand RequestShort Form Registration”). If the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-1 or another appropriate form in accordance herewith (a “Long Form Registration”). (ii) for registration The Company shall cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof (and in the case of an offering to be made on a continuous basis under Rule 415, in no event later than either of (A) 180 calendar days following the date of the Demand Registration Request or (B) five Business Days following notification by the staff of the SEC to the Company that there will be no review of the Registration Statement or, if comments have been given, that the staff will have no further comments with respect thereto). The Company shall keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold. (c) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be filed within 90 days or to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if the Company delivers to the Initiating Holders a certificate signed by the Company’s chief executive officer stating that, in the good faith judgment of the Company’s Board of Directors: (x) the registration could reasonably be expected to materially interfere with an acquisition, corporate reorganization or other material transaction then under consideration by the Company or (y) there is some other material development relating to the operations or condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose (each of (x) and (y), a “Valid Business Reason”), the Company may postpone or withdraw a filing of a registration statement relating to a Demand Registration”) Registration Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of all or part such right for more than 60 days (unless the Holders of at least a majority of the Registrable Securities held consent in writing to a longer delay of up to an additional 30 days) in any period of 365 consecutive days (such period of postponement or withdrawal under this clause (ii), the “Postponement Period”); and the Company shall give notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; (iii) The Company shall not be obligated to effect more than three Long Form Registrations. There shall be no limitation on the number of Short Form Registrations under Section 2.1(a); and (iv) Notwithstanding any provision of this Agreement to the contrary, neither the Designated Holder nor any other Holder shall have any right under this Agreement to require that a distribution of Registrable Securities be effected by means of an underwriting. If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not register any equity security of the Company during the period of postponement or withdrawal. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder; providedHolder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i), however, that if the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities requested to be registered covered by the withdrawn registration statement and such registration statement shall be less have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event more than all 60 days, or, with the written consent of such Demand Holder’s the Holders of at least a majority of the Registrable Securities, the Registrable Securities requested to be registered shall90 days, on after the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding postponement or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestwithdrawal), the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation Company shall use its commercially reasonable efforts to file a Registration Statement registering such effect the registration under the Securities Act of the Registrable Securities as covered by the withdrawn or postponed registration statement in accordance with this Section 2.1. (d) A Holder may withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the Company shall cease all efforts to secure registration and such registration nonetheless shall be requested by any Holders thereof deemed a Demand Registration for purposes of this Section 2.1 unless (including i) the Holder withdrawal is made following withdrawal or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt postponement of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective registration by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c), (ii) the withdrawal is based on the reasonable determination of the Holders who requested such registration that there has been, since the date of the Demand Request Registration Request, a material adverse change in the business or prospects of the Company or (including a notice iii) the Holders who requested such registration shall have paid or reimbursed the Company for all of a nonthe reasonable out-requesting holder to join a of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration. (e) A Demand Request) Registration shall not be deemed to have been effected and shall not count as such (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least 180 days or such shorter period during which all Registrable Securities covered by such Registration Statement have been sold or withdrawn, (ii) if, after the registration statement with respect thereto has become effective, it becomes subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, or (iii) if it is withdrawn by the Company pursuant to a single Demand Request. Valid Business Reason as contemplated by Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration2.1(c). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At any time commencing at least 180 days after the expiration effective date of any registration statement covering the Lock-Up PeriodIPO, each Holder (a “"Demand Holder”") may make a written request (each a “"Demand Request”") for registration under the Securities Act (a “"Demand Registration”") of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three five percent (35%) of the shares of Common Stock outstanding outstanding, or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities Shares proposed to be sold by such Demand HolderStockholder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation and shall use its commercially reasonable best efforts to file a Registration Statement registering cause such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making giving the initial Demand Requestnotice of intent to offer) to be filed with the Commission not later than 120 days after receipt of such a Demand Request (the “"Demand Filing Date”") and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities Shares owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join in a prior Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation Company pursuant to an Underwritten Offering by the Corporation Company other than the IPO or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request it has been declared become effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration); provided, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Section 3.5 The Corporation Company may defer the filing (but not the preparation) of a Registration Statement registration statement required by this Section 3 until a date not later than 90 120 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the Corporation Company which the Board reasonably determines not to be in the Corporation’s Company's best interest to disclose and which the Corporation Company is not otherwise required to disclose disclose, or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation Company which the Board reasonably determines not to be in the Corporation’s Company's best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation Company had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement registration statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the CorporationCompany, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s Company's account is abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 3.5, the Corporation Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation Company stating that the Corporation Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing holders of a majority of the Registrable Securities being registered on held by the Registration Statement filed pursuant to Demand Holder and for which registration was previously requested may withdraw such Demand Request upon providing by giving written notice to the CorporationCompany; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. (a) At Any time following the date on which all Conversion Shares have been registered for resale pursuant to Section 3.1 At any time commencing after 2 hereof (the expiration “Permitted Request Date”), (i) a Holder or Holders owning 25% or more in interest of the Lock-Up Period, each Holder Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand RegistrationNotice”) of all or part of such demand to the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered Company. The Demand Notice shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify describe the number of shares of Registrable Securities proposed intended to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt disposed of each Demand Request, and the Corporation intended method of disposition. The Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, then prepare and file with the non-requesting Holders shall provide written notice Commission on or prior to the Corporation Additional Filing Date, a “resale” Registration Statement providing for the resale of their intention to have any or all of their Registrable Securities be included in the Demand RegistrationNotice for an offering to be made on a continuous basis pursuant to Rule 415. The Corporation Any such Registration Statements shall use its commercially reasonable efforts be on Form SB-2 (except if the Company is not then eligible to file a Registration Statement registering register for resale such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using on Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsSB-2, in which case such demand will count as a Demand Registrationregistrations shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Section 3.5 The Corporation may defer the filing (but not the preparation) of a . Each such Registration Statement required by this Section 3 until a date not later than 90 days after shall cover to the Demand Filing Date if: extent allowable under the Securities Act and the rules promulgated thereunder (a) there is including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) material non-public information regarding not permit any securities other than the Corporation which the Board reasonably determines not Registrable Securities to be included in the Corporation’s best interest to disclose any such Registration Statement and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but not limited in any event prior to the acquisition applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or disposition of assets (other than in y) the ordinary course of businessdate on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) or any merger, consolidation, tender offer or other similar transaction) available as determined by the counsel to the Corporation which Company pursuant to a written opinion letter, addressed to the Board reasonably determines not Company’s transfer agent to be in such effect (the Corporation’s best interest to disclose; or“Effectiveness Period”). The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the effective date. (b) prior In the event that the Company is unable to receiving register for resale under Rule 415 of Regulation C under the Demand RequestSecurities Act all of the Registrable Securities on any of the Registration Statements that it has agreed to file pursuant to the first sentence of this Section 2A(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of Company will file a Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers of such lesser amount of the Registrable Securities (in the proportions set forth in the last sentence of this Section 2A(b)) as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale any Registrable Securities that were omitted from its prior Registration Statements filed with the Commission pursuant to this Section 3.5 2A(b) and use its reasonable best efforts to have such registration declared effective as promptly as possible. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall be lifted, and deliver to the requested Registration Statement shall be filed forthwith, if, Company a written notice at any time after the later of (x) in the case of a deferral pursuant to clause (a)(i), date which is six months after the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer Effectiveness Date of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the latest Registration Statement filed pursuant to Section 2A(a) or 2A(b) hereof, as applicable, or (y) the date on which all Registrable Securities registered on all of the prior Registration Statements filed pursuant to Section 2A(a) and 2A(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such Demand Request upon providing written notice to the Corporation; if withdrawnnotice, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the an additional Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in registering any Registrable Securities that were the discretion subject of such managing underwriter, the Corporation shall include in applicable Demand Notice that were omitted from such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersStatement.

Demand Registrations. Section 3.1 At any time commencing after (a) (i) As soon as practicable but no later than thirty (30) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Company shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement registering and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested by any necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders thereof (including the Holder or Holders making the initial Demand Request) named therein to sell their Registrable Securities included therein and in compliance with the Commission not later than 120 days after receipt provisions of the Securities Act until such Demand Request (time as there are no longer any Registrable Securities. In the “Demand Filing Date”) and event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to cause the same convert such Shelf Registration Statement to be declared effective by the Commission a Shelf Registration Statement on Form S-3 as promptly soon as practicable after such filing. Both the Demand Request and any request Company is eligible to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using use Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At any time commencing at least 180 days after the expiration effective date of any registration statement covering the Lock-Up PeriodIPO, each Holder (a “"Demand Holder”") may may, from time to time, make a written request (each a “"Demand Request”") for registration under the Securities Act (a “"Demand Registration”") of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three one percent (31%) of the shares of Common Stock outstanding, which shall include all shares of Common Stock issuable upon conversion or exchange of all then outstanding Preferred Stock, or (ii) have an aggregate minimum market value of at least $25,000,000 50,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities Shares proposed to be sold by such Demand HolderStockholder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation and shall use its commercially reasonable best efforts to file cause a Registration Statement registering covering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making giving the initial Demand Requestnotice of intent to offer) to be filed with the Commission not later than 120 days after receipt of such a Demand Request (the “"Demand Filing Date”") and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation Company pursuant to an Underwritten Offering by the Corporation Company other than the IPO or (ii) on behalf of any Demand Holder or any other holder Holder of demand registration rightsrights with respect to the Common Stock. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation Company may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 120 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the Corporation Company which the Board reasonably determines not to be in the Corporation’s Company's best interest to disclose and which the Corporation Company is not otherwise required to disclose disclose, or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation Company which the Board reasonably determines not to be in the Corporation’s Company's best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation Company had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the CorporationCompany, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s Company's account is abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 3.5, the Corporation Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation Company stating that the Corporation Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing holders of a majority of the Registrable Securities being registered on held by the Registration Statement filed pursuant to Demand Holder and each other Holder and for which registration was previously requested may withdraw such Demand Request upon providing by giving written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersCompany.

Demand Registrations. Section 3.1 At any time commencing after the expiration of the Lock-Up PeriodThe Stockholder Agreement provides that, each Holder (a “Demand Holder”) HLR may make a written request (each a “Demand Request”) to the Surviving Corporation for registration under the Securities Act of Registrable Securities (as defined in the Stockholder Agreement) (each, a “"Demand Registration”) of all or part "). The obligations of the Surviving Corporation to register such Registrable Securities held by such Holder; provided, however, that if are subject to the following conditions: (i) the Registrable Securities requested to be registered shall be less than all must (unless reduced pursuant to the provisions of such Demand Holder’s Registrable Securitiesthe section of the Stockholder Agreement entitled "Reduction of Offering"), the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) 2% of the shares of Common Stock equivalent outstanding Equity Securities or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such 5% of the Registrable Securities as may be requested by any Holders thereof at such time, whichever amount is smaller, (including the Holder or Holders making the initial Demand Requestii) with the Commission there shall not later have been consummated more than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder one offering pursuant to a Demand Request Registration within the preceding 12 month period, (including a notice of a non-requesting holder to join a iii) if the HLR Group Interest is less than 30% but more than 20%, no more than three other Demand Request) Registrations shall be deemed to have been effected pursuant after the date on which the HLR Group Interest was reduced to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3less than 30%, each Stockholder (together with all of its assignees) shall be entitled to deliver if the HLR Group Interest is less than 20% but more than 10%, no more than two (2) other Demand Requests; provided, however, that Registrations shall have been effected after the date on which the HLR Group Interest was reduced to less than 20% and if the Corporation meets HLR Group Interest is less than 10%, no more than one other Demand Registration shall have been effected after the eligibility date on which the HLR Group Interest was reduced to less than 10%, (iv) HLR shall conform to all applicable requirements for using Form S-3of the Securities Act and the Exchange Act with respect to the offering and sale of securities and advise each underwriter, then this limitation broker or dealer through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act and (v) HLR shall not applyuse all reasonable efforts to effect as wide a distribution of such Registrable Securities as is reasonably practicable, but in no event will any sale of Registrable Securities be made knowingly to any Person who beneficially owns 5% or more of the Total Voting Power. In addition, no Holder shall the Surviving Corporation's obligations pursuant to any Demand Registration will be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed suspended if (i) by the fulfillment of such obligations would require the Surviving Corporation pursuant to an Underwritten Offering by make a disclosure that would, in the Corporation or reasonable good faith and judgment of the Board of Directors, be materially detrimental and premature, (ii) on behalf the Surviving Corporation has filed a registration statement with respect to Equity Securities to be distributed in a Public Offering and it is advised by its lead or managing underwriter that an offering by HLR of the Registrable Securities would materially adversely affect the distribution of such Equity Securities or (iii) the fulfillment of such obligations would require the Surviving Corporation to prepare audited financial statements not required to be prepared for the Surviving Corporation to comply with its obligations under the Exchange Act as of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after coincident with the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition last day of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral fiscal year of the filing Surviving Corporation. The obligations of a Registration Statement pursuant to this Section 3.5 shall the Surviving Corporation, however, will be lifted, and the requested Registration Statement shall be filed forthwith, if, reinstated (x) in the case of a deferral pursuant to clause (a)(ii) above, upon the making of such disclosure (or, if earlier, when such disclosure would either be no longer necessary for the fulfillment of such obligations or no longer detrimental), the material non-public information is made public by the Corporation, (y) in the case of a deferral clause (ii) above, upon the conclusion of any period during which the Surviving Corporation would not, pursuant to clause (a)(ii)the terms of its underwriting arrangements, be permitted to sell securities of the significant business opportunity is disclosed by the Surviving Corporation or is terminated, or for its own account and (z) in the case of a deferral pursuant to clause (b)iii) above, the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may as soon as it would no longer be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in prepare such financial statements to comply with the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersExchange Act.

Demand Registrations. Section 3.1 (a) At any time commencing after beginning on the expiration 120th day following the closing of the Lock-Up PeriodMerger Agreement, each Holder (but only if the Company has not filed a “Demand Holder”) may make a written Registration Statement prior thereto with respect to which the Lifted Owner was granted piggyback registration rights pursuant to Section 3 and was permitted to include for registration thereon all of the Registerable Securities, upon the request (each a “Demand Request”) for of the Lifted Owner, the Holders of Registerable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registerable Securities pursuant to a Registration Statement on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or, if eligible, Form S-3 (a “Short-Form Registration” and, together with each Long-Form Registration and Shelf Registration (as defined below), a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions). Each Demand Request request for a Long-Form Registration or Short-Form Registration shall specify the number of shares of Registrable Registerable Securities proposed requested to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other Holders of Registerable Securities who shall then have ten (10) days from the date such notice is 106364262.v3 given to notify the Company in writing of their desire to be included in such registration. The Corporation Company shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission (the “Commission”) SEC a Registration Statement on Form S-1 or Form S-3 (as applicable) or any successor form thereto covering all of the Registerable Securities that the Holders thereof have requested to be included in such Demand Registration as promptly as practicable following the date such initial request is given and shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable good faith efforts to cause the same such Registration Statement to be declared effective by the Commission SEC as promptly soon as practicable after such filingthereafter. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) The Lifted Owner shall be entitled to deliver no more than two one (21) Demand RequestsRegistration in any twelve (12) month period pursuant to this Section 2 and three (3) Demand Registrations pursuant to this Section 2 in the aggregate. (b) The Company may postpone for up to 180 days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, provided, however, that if in such event the Corporation meets Holders of a majority of the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder Registerable Securities initiating such Demand Registration shall be entitled to deliver withdraw such request and, if such request for a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any is withdrawn, such Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration until hereunder only once in any period of 12 consecutive months. Notwithstanding anything to the contrary herein, no Demand Registration Statement registering shall be required where in the shares judgment of such Demand Request has been declared effective the Company, its legal counsel, and/or SEC guidance and comments the registration would be deemed a primary offering pursuant to Securities Act Rule 415, which is interpreted by the Commission SEC staff to prohibit registrations of stock for resale where the seller is deemed to be engaged in a primary offering of behalf of the issuer. (unless c) The Company shall not include in any Demand Registration any securities which are not Registerable Securities without the Demand Holder withdraws all prior written consent of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsLifted Holder, in which case such demand will count as consent shall not be unreasonably withheld or delayed. If a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose involves an underwritten offering and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on of the requested Demand Registration advises the Company and the holders of Registerable Securities in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock which may can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such Demand Registration would adversely affect the Registration Statement because price per share of the Common Stock proposed to be sold in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriterunderwritten offering, the Corporation Company shall include in such Demand Registration Statement only such portion of (i) first, the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from Common Stock that Lifted Holder proposes to sell, and (ii) second, the Registration Statement unless all other securities shares of the Corporation (including any securities Common Stock proposed to be registered included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. (d) Notwithstanding anything to the contrary herein, the Company is not required to register Securities reasonably deemed by the Corporation for its own account) have been so excluded. Any exclusion Company’s securities counsel or by the staff of Registrable the 106364262.v3 U.S. Securities shall and Exchange Commission to be made pro rata among such Holders seeking a “primary offering” not qualifying as a secondary offering pursuant to include such shares, in proportion to the number of such shares owned by such HoldersSecurities Act Rule 415(a)(1)(i).

Demand Registrations. Section 3.1 At any time commencing after (a) Subject to the expiration limitations set forth below, the Holders' Representative on behalf of the Lock-Up Period, each Holder Holders of Registrable Securities shall have the right (a “"Demand Holder”Right") may make to require the Company to file a written request (each a “Demand Request”) for registration Registration Statement under the Securities Act (a “Demand Registration”) in respect of all or part of the Registrable Securities held by Holders. If at the time that a Demand Right is exercised by the Holders' Representative on behalf of Holders, the Company is not eligible to use Form S-3, such Holder; providedDemand Right shall be a "Long-Form Demand Right". If at the time that a Demand Right is exercised by Initiating Holders, howeverthe Company is eligible to use Form S-3, that if such Demand Right shall be a "Short-Form Demand Right". Together, the Holders shall be entitled to exercise a Demand Right on up to five occasions. Each Demand Right must be exercised in respect of at least 850,000 Registrable Securities requested (subject to equitable adjustment in the event of stock splits, stock dividends and similar events). No Demand Right may be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on exercised within one year after the date that the registration of Registrable Securities pursuant to a prior exercise of a Demand Request is deliveredRight was declared effective. (b) As promptly as practicable, but in no event later than 45 days after the Company receives a written request from the Holders' Representative demanding that the Company so register the number of Registrable Securities specified in such request, the Company shall file with the Commission and thereafter use its best effects to cause to be declared effective promptly a Registration Statement (a "Demand Registration") providing for the registration of all Registrable Securities as the the Holders' Representative shall have demanded be registered on behalf of Holders. (c) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time (the "Blackout Period"), not to exceed 60 days after the exercise of a Demand Right in the case of subsections (i) constitute at least three percent and (3%iii) below, the filing of any Demand Registration if: (i) the shares Company will be filing, within 30 days after the exercise of a Demand Right, a Registration Statement pertaining to a public offering of Company Common Stock outstanding or in which the Holders are entitled to join pursuant to Section 2.02 hereof; (ii) have the Company is subject to an aggregate minimum market value existing contractual obligation to its underwriters not to engage in a public offering; (iii) the Company shall determine that any such filing or the offering of any Registrable Securities would (A) in the good faith judgement of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company or its wholly owned subsidiaries; (B) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company; or (C) in the good faith judgement of the Board of Directors of the Company, require disclosure of material nonpublic information which, if disclosed at least $25,000,000 before calculation such time, would be materially harmful to the interests of underwriting discounts the Company and commissionsits stockholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering or sale of securities by the Company, the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed not in breach of confidentiality obligations, as the case may be. Each After the expiration of any Blackout Period and without any further request from the Holders' Representative on behalf of Holders, the Company shall effect the filing of the relevant Demand Request Registration and shall specify use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless the Holders' Representative shall have, prior to the effective date of such Demand Registration, withdrawn in writing the initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Holders are entitled hereunder. The Company may not exercise its right to postpone or delay the filing of any Demand Registration pursuant to this subsection (c) more than twice during any 12 month period. (d) Any request by the Holders' Representative on behalf of Holders for a Demand Registration which is subsequently withdrawn prior to such Demand Registration becoming effective shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Holders are entitled if such withdrawal (i) is due to a material adverse change affecting the Company, (ii) is due to a notification by the Company of an intention to file a Registration Statement with respect to Company Common Stock or (iii) is made in accordance with the penultimate sentence of Section 2.01(c). (e) The Company shall be entitled to include authorized but unissued shares of Company Common Stock in any Demand Registration, subject to Section 2.02. Notwithstanding anything contained herein, if the lead underwriter of an offering involving a Demand Registration delivers a written opinion to the Holders' Representative (a copy of which shall be provided to the Company) that the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be Company Common Stock included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed would (i) by materially and adversely affect the Corporation pursuant price of the Company Common Stock to an Underwritten Offering by the Corporation be offered or (ii) on behalf result in a greater amount of any Demand Holder or any other holder Company Common Stock being offered than the market could reasonably absorb, then the number of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective Registrable Securities to be registered by the Commission (unless the Demand Holder withdraws all of its Registrable Securities Company and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Company Common Stock which may to be included in the such Demand Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion by other holders of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities Company Common Stock pursuant to contractual incidental registration rights, shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such shares owned by such HoldersDemand Registration.

Demand Registrations. Section 3.1 At any time commencing (a) Following the date that is six (6) months after the expiration date on which the Series B Shares and Series C Shares are converted into Common Stock as contemplated by the Stock Exchange Agreement, the Holders of Registrable Securities shall be entitled to require the Lock-Up Period, each Holder (a “Company to effect from time to time Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part Registration of the Registrable Securities held pursuant to Qualifying Requests. If a Qualifying Request is made by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less fewer than all Holders of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) copies of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissionsQualifying Request shall be distributed by the Company to all Holders who are not Parties to such Qualifying Request within five Business Days after it is received by the Company. Each Demand such Holder shall be entitled to join in the Qualifying Request by delivering written notice to the Company within ten Business Days after its receipt of a copy of the Qualifying Request from the Company. Such notice shall specify the number of shares of Registrable Securities proposed that each such Holder elects to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included include in the Demand Registration. The Corporation shall use its commercially reasonable efforts Qualifying Request and, if the Qualifying Request does not already include such a requirement, whether such Holder requires the Company to file arrange for public sale in a Registration Statement registering such firm commitment underwritten secondary offering of the Registrable Securities as may be requested by any Holders thereof (including that are the Holder or Holders making subject of the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Qualifying Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to Within 90 Days after receiving the Demand Requesta Qualifying Request from any Holder of Registrable Securities, the Board had determined Company shall (i) prepare and file a registration statement under the Applicable Securities Laws covering the Registrable Securities which are the subject of such request, (ii) use its best efforts to effect an Underwritten Offering cause such registration statement to become effective promptly thereafter and the Corporation had taken substantial (iii) take appropriate steps and is proceeding with reasonable diligence to effect such offering. A deferral complete all other requirements for registration or qualification of the filing Registrable Securities under the Applicable Securities Laws. (c) The Company shall use its best efforts to arrange for public sale in a firm commitment underwritten secondary offering of the Registrable Securities that are the subject of a Registration Statement Qualifying Request delivered pursuant to this Section 3.5 shall be lifted2.1(a), and unless the requested Registration Statement shall be filed forthwith, if, (x) in the case requirement of a deferral pursuant to clause (a)(i), the material non-public information firm commitment underwriting is made public waived in writing by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer majority of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation Holders of the anticipated delayRegistrable Securities that are subject to such Qualifying Request. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing The Holders of a majority of the Registrable Securities being registered on that are the Registration Statement filed pursuant subject of such Qualifying Request shall have the right to designate the managing underwriter(s) of any such Demand Request upon providing written notice offering, subject to the Corporation; if withdrawnconsent of the Company, which consent shall not be unreasonably withheld. Except as the Holders having delivered or joined in a Qualifying Request may consent in writing, the Demand Request shall be deemed Company will not file with the Applicable Securities Authority any other registration statement with respect to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of its Common Stock which may be included in (other than a registration effected on Form S-4, Xxxx X-0 xx any successor forms thereto), whether for its own account or that of other stockholders, from the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in date of receipt of the discretion Qualifying Request until the completion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion period of distribution of the Registrable Securities with respect contemplated thereby. (d) If the Company grants any demand registration rights to which another Person, the Company shall include within such demand registration rights an obligation on behalf of such Person to notify the Company in writing of its intent to exercise its demand registration rights at least 30 Days prior to such exercise. Immediately after receipt of such notice but in no event later than three Days after receipt thereof, the Company shall deliver a copy of such notice to the Holders. If the Holders have requested inclusion pursuant hereto as exercise their demand registration rights hereunder prior to the exercise of the demand registration rights held by the Person providing such limitation permits. No shares of notice, the Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed sought to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities Holders shall be made pro rata among such Holders seeking to include such shares, included in proportion the registration statement and any associated offering prior to the number of such shares owned securities sought to be registered by such Holdersother Person.

Demand Registrations. Section 3.1 At any time commencing after During the expiration Registration Period, holders of the Lock-Up Period, each Holder (a “Demand Holder”) may -------------------- Requisite Amount of Registrable Securities in the aggregate shall be entitled to make a written request of the Company (each such request being a “Demand Request”"Demand") for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held (a "Demand Registration") in accordance with this Section 2.1. Such Demand shall specify: (i) the aggregate number and kind of Registrable Securities requested to be registered; and (ii) the intended method of distribution in connection with such Demand Registration to the extent then known. The holders of Registrable Securities shall be entitled to three (3) Demand Registrations. Any Demand Registration hereunder shall be on any appropriate form under the Securities Act permitting registration of such Registrable Shares for resale by the Stockholders making such HolderDemand Registration in the manner or manners designated by them (including, without limitation, pursuant to a shelf registration (a "Shelf Registration") under Rule 415 under the Securities Act); provided, however, that if only two Demand Registrations requested by the Stockholders in accordance with this Section 2.1 shall be for an underwritten offering. If the holders of a majority in interest of the Registrable Securities requested sought to be registered in a Demand Registration request that such Demand Registration be an underwritten offering in accordance with this Section 2.1, then such holders shall select a nationally recognized underwriter or underwriters to manage and administer such offering, such underwriter or underwriters, as the case may be, to be subject to the approval of the Company's board of directors, which such approval shall not be unreasonably withheld. No Demand shall be effective or impose any obligation upon the Company unless such Demand shall request the registration of not less than all the Requisite Amount of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, . Within ten (i10) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requesta Demand, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion other holders of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) and shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth include in this Section 3, each Stockholder (together with such registration all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation each holder thereof with respect to which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is Company has received a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration written request for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event inclusion therein within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving the receipt by such certificateholder of the Company's notice required by this paragraph. A registration shall not be treated as a Demand Registration unless the holders of Registrable Securities are able to include, in accordance with the following provisions, at least 75% of the Registrable Securities requested to be included in such registration and until (i) the applicable Registration Statement under the Securities Act has been filed with the United States Securities and Exchange Commission ("SEC") with respect to such Demand Request may Registration and has been declared effective and (ii) such Registration Statement shall have been maintained continuously effective for a period of at least 120 days (or, in the case of a Shelf Registration, one (1) year) or such shorter period when all Registrable Securities included therein have been sold thereunder in accordance with the manner of distribution set forth in such Registration Statement. Neither the Company nor any other Person shall include any other securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be withdrawn registered pursuant to such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by those Persons representing the holders of a majority of the Registrable Securities being sought to be registered on the Registration Statement filed pursuant to in such Demand Request upon providing written notice Registration (which such underwriter shall be reasonably acceptable to the Corporation; if withdrawn, the Demand Request Company and whose fees and expenses shall be deemed not borne solely by the Company in the case of the first underwritten Demand Registration and borne on a pro rata basis by all holders of securities permitted by such underwriter to have been made for purposes of this Annex A. Section 3.6 Ifbe included in any second underwritten Demand Registration, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on proportion to the number of shares securities included in such Demand Registration)) advises the Company and the holders of Common Stock which may the Registrable Securities sought to be included in such Demand Registration that, in its judgment, marketing or other factors dictate that limiting the securities to be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly facilitate public distributiondistribution of the Registrable Securities ultimately to be included therein, then, in then the discretion of such managing underwriter, the Corporation Company shall include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all and other securities of the Corporation (including any securities proposed sought to be registered by therein as the Corporation for its own account) have been so excludedunderwriter shall permit in accordance with this paragraph. Any exclusion of Registrable Securities shall be made pro rata among such Holders the Stockholders seeking to include such sharesRegistrable Securities, in proportion to the number of such shares owned Registrable Securities sought to be included by such HoldersStockholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities other than the Registrable Securities. The Company may postpone for up to sixty (60) days (but no more than ninety (90) days in any 365 day period) the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of a Registration Statement pursuant to this Section 2.1 if the Company's board of directors reasonably determines in its good faith judgment that, because of the existence of any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition or financing activity (other than in the ordinary course of business) or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company (other than any such event or condition consisting of one or more requests by one or more of the Company's stockholders (other than any Stockholder) to exercise "demand" registration rights), it would be materially disadvantageous to the Company for such a Registration Statement to be maintained effective, or to be filed and become effective; provided, however, that, in such event, the holders of Registrable Securities making such Demand will be entitled to withdraw such Demand, and, if such Demand is withdrawn, such registration will not count as one of the Demand Registrations hereunder; and, provided, further, that the Registration Period will be extended for a period of time equal to any such postponements.

Demand Registrations. Section 3.1 At any time commencing after During the expiration Effective Period, one or more Initiating Holders owning, individually or in the aggregate, at least 10% of the LockCommon Stock comprising the Registrable Securities may request in writing, with a copy of such request delivered simultaneously to each non-Up PeriodInitiating Holder, each Holder (that the Company file a “Demand Holder”) may make a written request (each a “Demand Request”) for registration Registration Statement under the Securities Act (a “Demand Registration”) covering the registration of all or part at least 10% of the Registrable Securities held and the intended plan and method of disposition of such shares. The making of such demand by an Initiating Holder shall be binding upon all Investors with respect to the number of demand registration rights provided for in Section 1(c) hereof. After the date on which the Company receives such Holdera request, the Company shall use reasonable best efforts (i) to file a Registration Statement under the Securities Act on the appropriate form therefor (using Form S-3 or other “short form,” if available pursuant to the advice of counsel) covering all of the Registrable Securities specified by the Initiating Holders within 45 days after the date of such request; provided, however, that if the Registrable Securities requested to be registered such 45 day period shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify extended by the number of shares days having elapsed from the time the Company furnishes to the Initiating Holders a reasonably complete draft of Registrable Securities the proposed Registration Statement to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be liftedfiled, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing date on which a majority of the Registrable Securities being registered on to which the proposed Registration Statement filed pursuant relates notifies the Company that such draft is acceptable to such Demand Request upon providing written notice Initiating Holders insofar as the draft of the proposed Registration Statement contains information that relates to them and the intended method or methods of distribution as furnished by them to the Corporation; if withdrawn, the Demand Request shall be deemed not Company and (ii) to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in cause such Registration Statement only to be declared effective as quickly as reasonably possible after the filing referenced in clause (i) above. The Company will keep the Demand Registration current and effective for at least 120 days (such portion 120 day period to be calculated without regard to any Deferral Period), or a shorter period during which the holders of the such demand shall have sold all Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered covered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersDemand Registration.

Demand Registrations. Section 3.1 At any Each Holder may, from time commencing after the expiration of the Lock-Up Periodto time, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”"DEMAND REQUEST") for registration under the Securities Act (a “Demand Registration”"DEMAND REGISTRATION") of all or part of the Registrable Securities held by such HolderHolder (with respect to any Demand Request, a Holder making the initial demand for registration is herein referred to as the "INITIATING DEMAND HOLDER" and, together with any Other Demand Holders (as defined in Section 3.2), is herein referred to as the "DEMAND HOLDERS"); provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three one percent (31%) of the shares of Common Stock outstanding, which shall include all shares of Common Stock issuable upon conversion or exchange of all then outstanding Preferred Stock, or (ii) have an aggregate minimum market value of at least $25,000,000 50,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation Company shall give written notice (the "DEMAND EXERCISE NOTICE") of such Demand Request to all non-requesting HoldersHolders of Registrable Securities. Within The Company shall include in a Demand Registration (i) the Registrable Securities of the Initiating Demand Holder and (ii) the Registrable Securities of any other Holder (collectively, the "OTHER DEMAND HOLDERS") that shall have made a written request to the Company for inclusion thereof in such registration (which request shall specify the number of Registrable Securities proposed to be sold by such Other Demand Holder) within 30 days after the receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand RegistrationExercise Notice. The Corporation Company shall use its commercially reasonable best efforts to file cause a Registration Statement registering covering such of the Registrable Securities as may be requested by any Demand Holders thereof (including the Holder or Holders making the initial Demand Request) to be filed with the Commission not later than 120 days after receipt of such a Demand Request (the “Demand Filing Date”"DEMAND FILING DATE") and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request by an Other Demand Holder to join in such Demand Request pursuant to this Section 3.2 shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation Company pursuant to an Underwritten Offering by the Corporation Company or (ii) on behalf of any Demand Holder or any other holder Holder of demand registration rightsrights with respect to the Common Stock. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation Company may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 120 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the Corporation Company which the Board reasonably determines not to be in the Corporation’s Company's best interest to disclose and which the Corporation Company is not otherwise required to disclose disclose, or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation Company which the Board reasonably determines not to be in the Corporation’s Company's best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation Company had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwithpromptly, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the CorporationCompany, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s Company's account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation Company stating that the Corporation Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing holders of a majority of the Registrable Securities being registered on held by the Registration Statement filed pursuant to Demand Holders for which registration was previously requested may withdraw such Demand Request upon providing by giving written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersCompany.

Demand Registrations. Section 3.1 At any time commencing after (a) (i) As soon as practicable but no later than thirty (30) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Company shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement registering and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. (ii) Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up agreement, each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. The Holder or Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect to any Holders thereof (including Shelf Underwriting Request, the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (demand shall be referred to as the “Demand Filing DateShelf Underwriting Initiating Holders”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as . As promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3practicable, each Stockholder (together with all of its assignees) shall be entitled to deliver but no more later than two (2) Demand Requests; providedBusiness Days after receipt of a Shelf Underwriting Request, howeverthe Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, that if subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Corporation meets Registrable Securities of the eligibility requirements Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for using Form S-3, then this limitation inclusion in such Shelf Underwriting (which request shall not apply. In addition, no Holder shall specify the maximum number of Shelf Registrable Securities intended to be entitled to deliver a Demand Request disposed of by such Holder) within 90 five (5) days after the effectiveness receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Shelf Underwriting Initiating Holder or any other holder Holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registrable Securities registered on such Shelf Registration until Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement registering the shares of such Demand Request has been declared is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Commission (unless the Demand Shelf Underwriting Initiating Holders or any other Holder withdraws all of its Shelf Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offeringShelf Underwriting. A deferral of Notwithstanding anything to the filing of a Registration Statement pursuant to contrary in this Section 3.5 shall be lifted2.1(a)(ii), and the requested Registration Statement shall be filed forthwitheach Shelf Underwriting must include, if, (x) in the case aggregate, Registrable Securities having an aggregate market value of a deferral pursuant to clause at least the Minimum Threshold (a)(ibased on the Registrable Securities included in such Shelf Underwriting by all Participating Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the material non-public information is made public by Shelf Underwriting Initiating Holders shall have the Corporation, (y) in right to designate the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to Manager and each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, other managing underwriter in connection with any offering described such Shelf Underwriting or Underwritten Block Trade; provided that in Section 3.1 each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of this Annex Aa Shelf Registration Statement, then notwithstanding the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgmentforegoing time periods, such limitation is necessary Shelf Underwriting Initiating Holder only needs to effect an orderly public distribution, then, in notify the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion Company of the Registrable Securities with respect Underwritten Block Trade two (2) Business Days prior to which the day such offering is to commence and the Holders have requested inclusion pursuant hereto as such limitation permits. No shares of record of other Registrable Securities shall not be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed entitled to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number notice of such shares owned by Underwritten Block Trade and shall not be entitled to participate in such HoldersUnderwritten Block Trade.

Demand Registrations. (i) Subject to Section 3.1 At 2.1(b) below, at any time commencing after time, the expiration Holders shall have the right to require the Company to file a registration statement under the Securities Act covering such aggregate number of Registrable Securities which represents 20% or greater of the Lock-Up PeriodTotal Voting Power of the then outstanding Registrable Securities, each Holder (a “Demand Holder”) may make by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof; provided, however that no shares of Common Stock issued or issuable, directly or indirectly, upon conversion of (each x) shares of Series A Convertible Preferred Stock or (y) shares of Series B Convertible Preferred Stock may be included in such request prior to the date that is eighteen months from the date hereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration being referred to as the "Initiating Holders"). As promptly as practicable, but no later than ten days after receipt of a “Demand Registration Request”, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders of record of Registrable Securities. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (together with the Initiating Holders, the "Participating Holders")(which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holders) within 30 days after the receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). (iii) The Company shall, as expeditiously as possible but subject to Section 2.1(b), use its commercially reasonable efforts to (x) effect such registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the partners of a Holder (a "Partner Distribution") and (y) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (iv) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution. (b) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a)(i) to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal under this clause (ii), the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve months after the expiration of such Postponement Period; (iii) the Company shall not be obligated to effect more than three Demand Registrations under Section 2.1(a) for the Holders, and (iv) the Company shall not be required to effect a Demand Registration unless the Registrable Securities to be included in such registration have an aggregate anticipated offering price of at least $25,000,000 (based on the then-current market price of the Registrable Securities). If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not, during the period of postponement or withdrawal, register any equity security of the Company, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such Holderregistration pursuant to the exercise of piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement ("Additional Piggyback Rights"); provided, however, that if the Registrable Securities requested to be registered such inclusion shall be less than all permitted only to the extent that it is pursuant to and subject to the terms of such the underwriting agreement or arrangements, if any, entered into by the Participating Holders. (d) In connection with any Demand Holder’s Registrable SecuritiesRegistration, the Registrable Securities requested Company shall have the right to be registered shall, on designate the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, lead managing underwriter in connection with any offering described in Section 3.1 of this Annex A, the such registration and each other managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included for such registration, provided that in the Registration Statement because in its judgmenteach case, each such limitation underwriter is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably satisfactory to the number of such shares owned by such Majority Participating Holders.

Demand Registrations. Section 3.1 (a) At any time commencing after the expiration initial public offering of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for Company’ Common Stock pursuant to an effective registration statement under the Securities Act (the “IPO”), a “Demand Registration”) Two-Thirds Interest may request that the Company register under the Securities Act the sale of all or part any portion of the Registrable Securities held by such HolderTwo-Thirds Interest; provided that any registration statement related to such sale may not become effective prior to the six (6) month anniversary of the effectiveness of the IPO. Upon receipt of such request, the Company shall promptly deliver notice of such request to all other holders of Registrable Securities, if any, who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. The Company shall state in the written notice whether the request for registration contemplates an underwritten public offering, and, in such event, the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering on the terms for such offering as may be summarized in such notice, which terms will be no less favorable than the terms applicable to the Two-Thirds Interest. The Company will use its best efforts to expeditiously effect the registration of the sale of all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under the securities laws of any State; provided, however, that the Company shall not be required to effect a registration pursuant to a request under this Section 2 more than three (3) times. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of material non-public information, and the shares Board of Common Stock outstanding Directors determines in good faith that such disclosure would be detrimental to the Company and its stockholders, or (ii) have the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness; provided that in no such case may such periods of postponement exceed an aggregate minimum market value of at least $25,000,000 before calculation ninety (90) days in any period of underwriting discounts and commissionstwelve (12) consecutive months. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration requested registration under this Section 2(a) until the Registration Statement registering the shares of registration statement relating to such Demand Request registration has been declared effective by the Commission (unless Commission. Without limiting the Demand Holder withdraws all generality of its Registrable Securities and the Corporation foregoing, if a Two-Thirds Interest shall request in writing that the Company withdraw a registration statement that has performed its obligations hereunder in all material respectsbeen filed under this Section 2(a) but not yet been declared effective, in which case such demand will request shall not count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by requested registration under this Section 3 until a date not later than 90 days after 2(a), unless such Two-Thirds Interest thereafter requests the Demand Filing Date if: (a) there is (i) material non-public information regarding Company to reinstate such registration statement, if permitted under the Corporation which Securities Act, or to file another registration statement, in accordance with the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; orprocedures set forth herein. (b) prior If a registration requested under Section 2(a) involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the registration of all or part the securities requested to receiving be included in such offering would have a material and adverse effect on the Demand Requestsuccess of such offering, then the number of securities to be included in such offering shall be reduced to a number deemed satisfactory by such managing underwriter. In such case, the Board had shares to be excluded from such offering shall be determined in the following order: (i) first, securities held by any Persons not having registration rights with respect to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral securities of the filing Company, (ii) second, securities held by any Persons other than any of a Registration Statement the parties to this Agreement having contractual, incidental “piggy back” registration rights to include such securities in the registration statement pursuant to an agreement other than this Section 3.5 Agreement, (iii) third, securities sought to be registered by the Company for its own account and (iv) fourth, holders of Registrable Securities, it being understood that no securities shall be liftedregistered for the account of the Company or any other Person other than the holders of Registrable Securities unless all Registrable Securities for which holders thereof have requested registration have been registered. If there is a reduction of the number of securities to be included in such offering and described in any of clauses (i), and the requested Registration Statement (ii) or (iv), such reduction shall be filed forthwith, if, made on a pro rata basis (x) based upon the aggregate number of securities held by the holders in each such category and subject to the priorities set forth in the case of preceding sentence). (c) With respect to a deferral request for registration pursuant to clause (a)(i), the material non-Section 2(a) that is for an underwritten public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex Aoffering, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion chosen by Investors holding not less than two-thirds of the Registrable Securities with respect to be sold in such offering, subject to the Company’ consent, which such Holders have requested inclusion pursuant hereto as such limitation permitsconsent shall not be unreasonably withheld. No shares The Company may not cause any other registration of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for sale for its own accountaccount (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) have to become effective within one hundred eighty (180) days following the date any registration statement filed under this Section 2 has been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to declared effective by the number of such shares owned by such HoldersCommission.

Demand Registrations. Section 3.1 At (i) If at any time commencing after from September 21, 2006 through September 20, 2007 (the expiration of the Lock-Up Period, each Holder (a “Demand HolderPeriod”) it is determined by counsel for FieldCentrix after due inquiry that a Permitted Transferee (as defined below) may not tack the holding period which it has held Registrable Shares to the period FieldCentrix held such Registrable Shares for purposes of Rule 144(d) under the 1933 Act, one or more Permitted Transferees (the “Requesting Holders”) may make a written request require Astea to register (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”, and collectively with a Piggyback Registration, a “Registration”) of all such Requesting Holders’ Registrable Shares (in such amounts as limited by Section 1(b)(iii) below) on Form S-3 (or part of any similar form promulgated by the Registrable Securities held by such Holder; providedSEC) (the “Demand Registration Statement” and collectively with a Piggyback Registration Statement, however, that if the Registrable Securities requested to be registered “Registration Statements”). Each request for a Demand Registration shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts in writing and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed Shares requested to be sold by such registered and the proposed underwriter, if any. In the event Astea receives a request for Demand Holder. Section 3.2 Within 15 Registration from one or more Requesting Holders, Astea shall: (i) within ten (10) days after receipt of each Demand Requestany such request, the Corporation shall give written notice of such Demand Request requested registration to all non-requesting Holders. Within 30 other Permitted Transferees (if any) of Registrable Shares; (ii) as soon as practicable, but no later than ninety (90) days after receipt of such noticethereafter, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a with the SEC the Demand Registration Statement registering under the 1933 Act; and (iii) include in such of registration all Registrable Shares (subject to the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Requestlimitations set forth below in Section 1(b)(iii)) with respect to which Astea has received written requests for inclusion therein from Requesting Holders and from the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request Permitted Transferees within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving the mailing or delivery of Astea’s notice of such certificaterequested Demand Registration (such other Permitted Transferees and the Requesting Holders collectively referred to as the “Demand Participating Holders”), except that if the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any is an underwritten offering described in Section 3.1 of this Annex A, and the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the a Demand Registration Statement because because, in its such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then, in the discretion of such managing underwriter, the Corporation then Astea shall be obligated to include in such Demand Registration Statement only such limited portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto Shares as such limitation permits. No shares of Registrable Securities the underwriter(s) shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excludedpermit, if any. Any exclusion of Registrable Securities Shares shall be made pro rata among such the Demand Participating Holders seeking to include such shares, in proportion to the number of Registrable Shares of the Demand Participating Holders requested to be included in such shares owned Demand Registration; provided, however, Astea shall not exclude any Registrable Shares unless Astea has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Demand Registration Statement. (ii) The Permitted Transferees of the Registrable Shares then outstanding shall be entitled to request one (1) Demand Registration during the Demand Period. (iii) The number of Registrable Shares each Demand Participating Holder shall be entitled to request inclusion in the Demand Registration shall be subject to the product of (i) the then current volume limitations of Rule 144(e) under the 1933 Act for Astea’s Common Stock and (ii) four (4). (iv) Each sale of Registrable Securities by a Demand Participating Holder under the Demand Registration Statement shall be subject to the then current volume limitations of Rule 144(e) under the 1933 Act for Astea’s Common Stock. Astea shall be permitted to direct its transfer agent to place stop transfer instructions upon the stock certificates representing the Registrable Securities reflecting the sale restrictions in the immediately preceding sentence. In furtherance of the foregoing, Astea and its transfer agent are hereby authorized to decline to make any transfer of Registrable Securities if such transfer would constitute a violation or breach of the first sentence of this paragraph. (v) If Astea furnishes to the Demand Participating Holders a certificate signed by the President of Astea that, in the good faith judgment of the Board of Directors of Astea, it is seriously detrimental to Astea and its stockholders for such Demand Registration Statement to be filed, then Astea may postpone upon one occasion in any three hundred sixty-five (365) day period for up to ninety (90) days the filing of the Demand Registration Statement. (vi) Astea will use commercially reasonable efforts to maintain the effectiveness of the Demand Registration Statement until the earlier of (x) the date on which all of the Registrable Shares included in the Demand Registration Statement have been sold by the Demand Participating Holders, and (y) the date on which all the Registrable Shares included in the Demand Registration Statement may be immediately sold by the Demand Participating Holders without registration and without restriction as to the number of Registrable Shares to be sold, pursuant to Rule 144 or otherwise (excluding for this purpose any Registrable Shares held by affiliates of Astea).

Demand Registrations. Section 3.1 At any time commencing (a) Following the date that is six (6) months after the expiration date on which the Series B Shares and Series C Shares are converted into Common Stock as contemplated by the Stock Exchange Agreement, the Holders of Registrable Securities shall be entitled to require the Lock-Up Period, each Holder (a “Company to effect from time to time Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part Registration of the Registrable Securities held pursuant to Qualifying Requests. If a Qualifying Request is made by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less fewer than all Holders of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) copies of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissionsQualifying Request shall be distributed by the Company to all Holders who are not Parties to such Qualifying Request within five Business Days after it is received by the Company. Each Demand such Holder shall be entitled to join in the Qualifying Request by delivering written notice to the Company within ten Business Days after its receipt of a copy of the Qualifying Request from the Company. Such notice shall specify the number of shares of Registrable Securities proposed that each such Holder elects to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included include in the Demand Registration. The Corporation shall use its commercially reasonable efforts Qualifying Request and, if the Qualifying Request does not already include such a requirement, whether such Holder requires the Company to file arrange for public sale in a Registration Statement registering such firm commitment underwritten secondary offering of the Registrable Securities as may be requested by any Holders thereof (including that are the Holder or Holders making subject of the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Qualifying Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to Within 90 Days after receiving the Demand Requesta Qualifying Request from any Holder of Registrable Securities, the Board had determined Company shall (i) prepare and file a registration statement under the Applicable Securities Laws covering the Registrable Securities which are the subject of such request, (ii) use its best efforts to effect an Underwritten Offering cause such registration statement to become effective promptly thereafter and the Corporation had taken substantial (iii) take appropriate steps and is proceeding with reasonable diligence to effect such offering. A deferral complete all other requirements for registration or qualification of the filing Registrable Securities under the Applicable Securities Laws. (c) The Company shall use its best efforts to arrange for public sale in a firm commitment underwritten secondary offering of the Registrable Securities that are the subject of a Qualifying Request delivered pursuant to Section 2.1(a), unless the requirement of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) firm commitment underwriting is waived in the case of writing by a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer majority of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation Holders of the anticipated delayRegistrable Securities that are subject to such Qualifying Request. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing The Holders of a majority of the Registrable Securities being registered on that are the Registration Statement filed pursuant subject of such Qualifying Request shall have the right to designate the managing underwriter(s) of any such Demand Request upon providing written notice offering, subject to the Corporation; if withdrawnconsent of the Company, which consent shall not be unreasonably withheld. Except as the Holders having delivered or joined in a Qualifying Request may consent in writing, the Demand Request shall be deemed Company will not file with the Applicable Securities Authority any other registration statement with respect to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of its Common Stock which may be included in (other than a registration effected on Form S-4, Xxxx X-0 xx any successor forms thereto), whether for its own account or that of other stockholders, from the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in date of receipt of the discretion Qualifying Request until the completion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion period of distribution of the Registrable Securities with respect contemplated thereby. (d) If the Company grants any demand registration rights to which another Person, the Company shall include within such demand registration rights an obligation on behalf of such Person to notify the Company in writing of its intent to exercise its demand registration rights at least 30 Days prior to such exercise. Immediately after receipt of such notice but in no event later than three Days after receipt thereof, the Company shall deliver a copy of such notice to the Holders. If the Holders have requested inclusion pursuant hereto as exercise their demand registration rights hereunder prior to the exercise of the demand registration rights held by the Person providing such limitation permits. No shares of notice, the Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed sought to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities Holders shall be made pro rata among such Holders seeking to include such shares, included in proportion the registration statement and any associated offering prior to the number of such shares owned securities sought to be registered by such Holdersother Person.

Demand Registrations. Section 3.1 (a) At any time commencing after and from time to time during the expiration Effective Period, a Holder or group of Holders that Beneficially Owns a number of shares of Common Stock representing not less than two and one half percent (2.5%) of the LockCompany Fully-Up Period, each Holder Diluted Share Amount shall have the right by delivering a written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) ). A Demand Notice shall also specify the expected method or methods of all or part disposition of the applicable Registrable Securities. As promptly as practicable, but no later than 7 Business Days after receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders of record of Registrable Securities. (b) Following receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement (including, without limitation, on Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities held by Act, if so requested and the Company is then eligible to use such Holder; provided, however, that a registration and if there is no then-currently effective shelf registration statement on file with the SEC which would cover all the Registrable Securities requested to be registered shall be less than all registered) relating to the offer and sale of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on included therein by the date that initial requesting Holder and any other Holder of Registrable Securities which shall have made a written request to the Demand Request is delivered, Company for inclusion in such registration (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request which request shall specify the maximum number of shares Registrable Securities intended to be disposed of by such Holder) within 20 days after the receipt of the Demand Notice, in accordance with the method or methods of disposition of the applicable Registrable Securities elected by such Holders, and the Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold by in such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, offering exceeds the Corporation shall give written notice total number or dollar amount of such Demand Request to all non-requesting Holders. Within 30 days after receipt securities that can be sold without having an adverse effect on the amount, price, timing or distribution of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities to be so included, then there shall be included in such offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated for inclusion as follows: the Registrable Securities for which inclusion in such demand offering was requested by a Purchaser and by the other Holders (collectively, the “Requested Registrable Securities”), pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by such Purchaser and each such Holder; provided, that if Centerbridge and its Affiliates give the Demand Notice, the number of Registrable Securities included in such demand offering by Fortress and its Affiliates shall not exceed the number of Requested Registrable Securities multiplied by a fraction the numerator of which shall be the number of Registrable Securities Beneficially Owned by Centerbridge (not Fortress) and its Affiliates and the denominator of which shall be all Registrable Securities Beneficially Owned by all Holders. (d) The Holders collectively shall be entitled to request no more than four Demand Registrations on the Company, and in no event shall the Company be required to effect more than one Demand Registration in any nine month period. (e) In the event of a Demand Registration. The Corporation , the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (f) Subject to Section 3.5, in addition to the Demand Registrations provided pursuant to this Section 3.1, at all times from the 60 day anniversary of the Effective Date through the end of the Effective Period, the Company will use its commercially reasonable efforts to file qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registration”) and such Short-Form Registration shall be filed by the Company on or before the 60 day anniversary of the Effective Date and constitute a Registration Statement registering such shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 under the Securities Act, to permit the distribution of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) in accordance with the Commission not later methods of distribution elected by the Holders. In no event shall the Company be obligated to effect any shelf registration other than 120 days after receipt pursuant to a Short-Form Registration. Upon filing a Short-Form Registration, through the end of such Demand Request (the “Demand Filing Date”) and shall Effective Period, the Company will use its commercially reasonable efforts to cause keep such Short-Form Registration effective with the same SEC at all times and to refile such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration as may reasonably be declared effective requested by the Commission Holders or as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestotherwise required. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At any time commencing after (i) As soon as practicable but no later than forty-five (45) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Parent shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Parent that it will “review” the Shelf Registration Statement registering and (y) the tenth (10th) business day after the date the Parent is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Parent shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested by any necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders thereof (including the Holder or Holders making the initial Demand Request) named therein to sell their Registrable Securities included therein and in compliance with the Commission not later than 120 days after receipt provisions of the Securities Act until such Demand Request (time as there are no longer any Registrable Securities. In the “Demand Filing Date”) and event the Parent files a Shelf Registration Statement on Form S-1, the Parent shall use its commercially reasonable efforts to cause the same convert such Shelf Registration Statement to be declared effective by the Commission a Shelf Registration Statement on Form S-3 as promptly soon as practicable after such filing. Both the Demand Request Parent is eligible to use Form S-3. (ii) Subject to Section 2.1(c), following the nine (9) month anniversary of the date hereof, (i) the Juggernaut Holders shall have the unlimited right at any time and from time to time to elect to sell all or any part (subject to the Minimum Threshold) of its and its Affiliates’ Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement, in each case by delivering a written request therefor to join in such Demand Request shall be considered a single Demand Request. Any inclusion the Parent specifying the number of Registrable Securities owned to be included in such registration and the intended method of distribution thereof. The Juggernaut Holders shall make such election by delivering to the Parent a Demand Holder written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Juggernaut Holders desire to sell pursuant to a Demand Request such underwritten offering (including a notice the “Shelf Underwriting”). With respect to any Shelf Underwriting Request, the Juggernaut Holders making such demand for registration shall be referred to as the “Shelf Underwriting Initiating Holders”. As promptly as practicable, but no later than three (3) Business Days after receipt of a non-requesting holder Shelf Underwriting Request, the Parent shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to join a Demand Requestthe Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Parent, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other provision set forth Holder of Shelf Registrable Securities which shall have made a written request to the Parent for inclusion in this Section 3, each Stockholder such Shelf Underwriting (together with all which request shall specify the maximum number of its assigneesShelf Registrable Securities intended to be disposed of by such Holder) shall be entitled to deliver no more than two within five (25) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness receipt of the Shelf Underwriting Notice. The Parent shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to effect such Shelf Underwriting. The Parent shall, at the request of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Shelf Underwriting Initiating Holder or any other holder Holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registrable Securities registered on such Shelf Registration until Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement registering is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the shares Shelf Underwriting Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Demand Request Shelf Underwriting. Once a Shelf Registration Statement has been declared effective effective, the Shelf Underwriting Initiating Holders may request, and the Parent shall be required to facilitate, subject to Section 2.1(b), an unlimited number of Shelf Underwritings initiated by the Commission (unless Juggernaut Holders pursuant to such Shelf Registration Statement. Notwithstanding anything to the Demand Holder withdraws all of its contrary in this Section 2.1(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities and having an aggregate market value of at least the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) lesser of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is the Minimum Threshold (ibased on the Registrable Securities included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Requestmarket value of the Shelf Underwriting Initiating Holders’ remaining Registrable Securities, the Board had determined to effect provided that such market value is at least $5.0 million. In connection with any Shelf Underwriting (including an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(iBlock Trade), the material non-public information is made public by Shelf Underwriting Initiating Holders shall have the Corporation, (y) in right to designate the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to Manager and each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, other managing underwriter in connection with any offering described such Shelf Underwriting or Underwritten Block Trade; provided that in Section 3.1 of this Annex Aeach case, the managing each such underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably satisfactory to the number of such shares owned by such HoldersParent, which approval shall not be unreasonably withheld or delayed.

Demand Registrations. Section 3.1 3.2.1 At any time commencing after twelve (12) months from the expiration date of this Agreement, one or more Sellers holding at least fifty percent (50%) of the Lock-Up Period, each Holder (a “Demand Holder”) Registrable Securities may make a written request (each a “Demand Request”) for registration the Buyer to register under the Securities Act (a “Demand Registration”) of all or part any portion of the Registrable Securities held by such Holderrequesting Sellers in the manner specified in such request, and upon receipt of such request the Buyer shall promptly deliver notice of such request to all Sellers holding Registrable Securities who shall then have thirty (30) days to notify the Buyer in writing of their desire to be included in such registration. The Buyer will use its best efforts to expeditiously effect the registration of all Registrable Securities whose Sellers request participation in such registration under the Securities Act, but only to the extent provided for in the following provisions of this Agreement; provided, however, that if the Registrable Securities requested Buyer shall not be required to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested effect registration pursuant to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. a request under this Section 3.2 Within 15 days after receipt of each Demand Request, more than one (1) time for the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such Sellers of the Registrable Securities as a group, and may register the Registrable Securities on Form S-3 under the Securities Act, if available. Notwithstanding anything to the contrary contained herein, the right to demand registration under this Section 3.2 shall terminate after the effective date of a registration statement filed by the Buyer covering a firm commitment for an underwritten public offering in which the Sellers shall have been entitled to join and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. 3.2.2 Whenever a requested registration pursuant to Section 3.2.1 above is for an underwritten offering, only Registrable Securities which are to be included in the underwriting may be requested by any Holders thereof (including included in the Holder or Holders making registration, and, if the initial Demand Request) with the Commission not later than 120 days after receipt managing underwriter of such Demand Request (offering determines in good faith that the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion number of Registrable Securities owned so included which are to be sold by the Sellers of the Registrable Securities should be limited due to market conditions and/or the necessity of including in such underwriting or registration securities to be sold for the account of the Buyer, then the Buyer may reduce the number of securities to be included in such offering to a Demand Holder number deemed satisfactory by the managing underwriter, provided that the securities to be excluded shall be determined in the following order of priority: first; securities held by persons participating in such offering not having contractual, incidental or "piggyback" registration rights; and second, securities held by any person having contractual, incidental or "piggyback" registration rights subordinated and junior to the rights of the sellers of Registrable Securities; and third, securities held by any Seller participating in such registration pursuant to the exercise of demand registration rights pursuant to Section 3.2.1 above, as determined on a Demand Request pro rata basis. Notwithstanding the foregoing, in the event that the underwriter or underwriters cut back the number of Registrable Securities required to be included by the Sellers in such demand registration by more than fifty percent (including a notice of a non-requesting holder to join a Demand Request) shall 50%), then such registration will not be deemed to have been effected be a demand registration for purposes of this Section 3.2. Whenever a requested registration pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements 3.2.1 above is for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-underwritten public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Requestoffering, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Sellers of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing at least a majority of the Registrable Securities being registered on as to which registration has been requested may designate the Registration Statement filed managing underwriter(s) of such offering. 3.2.3 If at the time of any request to register Registrable Securities pursuant to such Demand Request upon providing written notice Section 3.2.1 above the Buyer is preparing or within thirty (30) days thereafter commences to prepare a registration statement for a public offering (other than a registration effected solely to implement an employee benefit plan, a reorganization or merger or acquisition, or a transaction to which Rule 145 of the Corporation; if withdrawnCommission is applicable) which in fact is filed and becomes effective within ninety (90) days after the request, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, or is engaged in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, thenactivity which, in the discretion good faith determination of the Buyer's board of directors, would be adversely affected by the requested registration to the material detriment of the Buyer, then the Buyer may at its option direct that such request be delayed for a period not in excess of four (4) months from the effective date of such managing underwriteroffering or the date of commencement of such other activity, as the Corporation case may be, such right to delay a request to be exercised by the Buyer not more than once in any one (1) year period. Nothing in this Section 3.2.3 shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares preclude a seller of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersenjoying registration rights which it might otherwise possess under Section 3.3 hereof.

Demand Registrations. Section 3.1 At (a) Within ten (10) Business Days after the written request of the Purchaser which may be made at any time commencing after March 31, 1999, the expiration Company shall prepare and file with the Commission a "Shelf" Registration Statement covering all of the Lock-Up PeriodClosing Shares and/or any other Registrable Securities issued in respect thereof for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if not available, each Holder Form S-1, or another appropriate form approved by the Holders of a majority of such Registrable Securities that permit registration of Registrable Securities for resale by the Holders in the manner or manners designated by them (a “Demand Holder”including, without limitation, public or private sales and one or more Underwritten Offerings)). The Company shall (i) may make a written request not permit any securities other than the Registrable Securities to be included in the Registration Statement except as required by registration rights existing on the date hereof and (each a “Demand Request”ii) for registration use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (a “Demand Registration”) of all or part of as promptly as practicable after the Registrable filing thereof, and to keep such Registration Statement continuously effective under the Securities held by such HolderAct during the Effectiveness Period; provided, however, that the Company shall not be deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would legally impair the ability of the Holders to sell or legally prohibit the sale of the Registrable Securities requested covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the Commission has not declared it effective. (b) Within ten (10) Business Days after the written request of the Purchaser which may be made at any time after the later of March 31, 1999 and the first date that the Warrant has been exercised in full, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering all of the Warrant Shares and/or any other Registrable Securities issued in respect thereof for an offering to be registered made on a continuous basis pursuant to Rule 415. The Registration Statement shall be less than all on Form S-3 (or if not available, Form S-1, or another appropriate form approved by the Holders of a majority of such Demand Holder’s Registrable SecuritiesSecurities that permit registration of Registrable Securities for resale by the Holders in the manner or manners designated by them (including, without limitation, public or private sales and one or more Underwritten Offerings)). The Company shall (i) not permit any securities other than the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall Registration Statement except as required by registration rights existing on the date hereof and (ii) use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause the same Registration Statement to be declared effective by under the Commission Securities Act as promptly as practicable after the filing thereof, and to keep such filing. Both Registration Statement continuously effective under the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsAct during the Effectiveness Period; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation Company shall not apply. In addition, no Holder shall be entitled deemed to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant have used its best efforts to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until keep the Registration Statement registering effective during the shares of Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Demand Request Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has been declared filed a post-effective by amendment to the Registration Statement and the Commission (unless has not declared it effective. The rights of the Demand Holder withdraws all of Purchaser under this Section 2(b) are in addition to its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registrationrights under Section 2(a). Section 3.5 The Corporation may defer (c) If the filing (but not the preparation) Holders of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawnso elect, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any an offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the pursuant to a Registration Statement unless all may be effected in the form of an Underwritten Offering. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities and any other securities of the Corporation (including any securities proposed to be registered by sold in such Underwritten Offering exceeds the Corporation for its own account) have been so excluded. Any exclusion amount of securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering first, the amount of such Registrable Securities which in the opinion of such managing underwriters can be sold, and such amount shall be made allocated pro rata among the Holders proposing to sell Registrable Securities in such Holders seeking Underwritten Offering and second, any other securities proposed to include be included in such shares, in proportion to the number of such shares owned by such HoldersUnderwritten Offering.

Demand Registrations. (i) Subject to Section 3.1 At 2.1(b) below, at any time commencing after time, the expiration Holders shall have the right to require the Company to file a registration statement under the Securities Act covering such aggregate number of Registrable Securities which represents 20% or greater of the Lock-Up PeriodTotal Voting Power of the then outstanding Registrable Securities, each Holder (a “Demand Holder”) may make by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof; PROVIDED, HOWEVER that no shares of Common Stock issued or issuable, directly or indirectly, upon conversion of (each x) shares of Series A Convertible Preferred Stock or (y) shares of Series B Convertible Preferred Stock may be included in such request prior to the date that is eighteen months from the date hereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration being referred to as the "Initiating Holders"). As promptly as practicable, but no later than ten days after receipt of a “Demand Registration Request”, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders of record of Registrable Securities. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (together with the Initiating Holders, the "Participating Holders")(which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holders) within 30 days after the receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). (iii) The Company shall, as expeditiously as possible but subject to Section 2.1(b), use its commercially reasonable efforts to (x) effect such registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the partners of a Holder (a "Partner Distribution") and (y) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (iv) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution. (b) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a)(i) to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal under this clause (ii), the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; PROVIDED, HOWEVER, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve months after the expiration of such Postponement Period; (iii) the Company shall not be obligated to effect more than three Demand Registrations under Section 2.1(a) for the Holders, and (iv) the Company shall not be required to effect a Demand Registration unless the Registrable Securities to be included in such registration have an aggregate anticipated offering price of at least $25,000,000 (based on the then-current market price of the Registrable Securities). If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not, during the period of postponement or withdrawal, register any equity security of the Company, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such Holderregistration pursuant to the exercise of piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement ("Additional Piggyback Rights"); provided, however, that if the Registrable Securities requested to be registered such inclusion shall be less than all permitted only to the extent that it is pursuant to and subject to the terms of such the underwriting agreement or arrangements, if any, entered into by the Participating Holders. (d) In connection with any Demand Holder’s Registrable SecuritiesRegistration, the Registrable Securities requested Company shall have the right to be registered shall, on designate the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, lead managing underwriter in connection with any offering described in Section 3.1 of this Annex A, the such registration and each other managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included for such registration, provided that in the Registration Statement because in its judgmenteach case, each such limitation underwriter is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably satisfactory to the number of such shares owned by such Majority Participating Holders.

Demand Registrations. After the two-year period provided for in Section 3.1 At any time commencing after 2.1 hereof and during the expiration Registration Period, holders of the Lock-Up Period, each Holder (a “Demand Holder”) may Requisite Amount of Registrable Securities in aggregate shall be entitled to make a written request of the Company (each such request being a “Demand Request”"Demand") for registration under the Securities Act (a “Demand Registration”) Act, of all or part of the Registrable Securities held by such Holder; provided, however, that if (a "Demand Registration"). Such Demand shall specify: (i) the aggregate number and kind of Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or registered; and (ii) have an aggregate minimum market value the intended method of at least $25,000,000 before calculation distribution in connection with such Demand Registration to the extent then known. No Demand shall be effective or impose any obligation upon the Company unless such Demand shall request the registration of underwriting discounts and commissions. Each Demand Request shall specify not less than the number of shares Requisite Amount of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Securities. Within 15 ten (10) days after receipt of each Demand Requesta Demand, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion other holders of Registrable Securities owned and shall include in such registration all Registrable Securities of each holder thereof with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt by a Demand Holder pursuant to a Demand Request (including a such holder of the Company's notice required by this paragraph. The holders of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) Registrable Securities shall be entitled to deliver no more than two (2) Demand RequestsRegistrations. A registration shall not be treated as a Demand Registration unless the holders of Registrable Securities are able to include, in accordance with the following provisions, at least 75% of the Registrable Securities requested to be included in such registration and until (i) the applicable registration statement under the Securities Act has been filed with the SEC with respect to such Demand Registration and been declared effective and (ii) such Registration Statement shall have been maintained continuously effective for a period of at least one hundred twenty (120) days or such shorter period when all Registrable Securities included therein have been sold thereunder in accordance with the manner of distribution set forth in such registration statement. Neither the Company nor any other Person shall include any other securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration; provided, however, that if GEI (as defined in Section 2.6(b)) may include securities of the Corporation meets same class as the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Registrable Securities in such Demand Registration until as long as such securities do not exceed 50% of the Registration Statement registering the shares aggregate number of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its securities and Registrable Securities and the Corporation has performed its obligations hereunder sought to be included in all material respectssuch Demand Registration. If, in which case such demand will count as connection with a Demand Registration). Section 3.5 The Corporation may defer the filing , any managing underwriter (but not the preparation) of a or, if such Demand Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is an underwritten offering, a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public nationally recognized independent underwriter selected by the Corporation, (y) in the case holders of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being sought to be registered on the Registration Statement filed pursuant to in such Demand Request upon providing written notice Registration (which such underwriter shall be reasonably acceptable to the Corporation; if withdrawn, the Demand Request Company and whose fees and expenses shall be deemed not borne solely by the Company in the case of the first Demand Registration and borne on a pro rata basis by all holders of securities permitted by such underwriter to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such sharessecond Demand Registration, in proportion to the number of securities included in such shares owned by Demand Registration)) advises the Company and the holders of the Registrable Securities sought to be included in such Holders.Demand Registration that, in its judgment, marketing or other factors dictate that limiting the securities to be included in the Registration Statement is necessary to facilitate public distribution of the

Demand Registrations. Section 3.1 (a) At any time commencing time, Wallxx-Xxxxxx xxx, after July 1, 2000, the expiration holders of at least 10% of the Lockoutstanding Common Stock (computed on an "as-Up Periodconverted" and fully-diluted basis) shall have the right to request that Regent register all or part of its Registrable Securities under the Securities Act of 1933, each Holder as amended (a “Demand Holder”) may make a written the "Securities Act"). Such request (each each, a “Demand "Request”") for shall be in writing and specify the number of Registrable Securities to be registered and the intended method of distribution thereof. Regent shall only be obligated to effect two registrations of Registrable Securities pursuant to a Request made by Wallxx-Xxxxxx xxxer this Section and only one registration pursuant to a Request made by any parties other than Wallxx-Xxxxxx xxxer this Section. Promptly after receipt of a Request, Regent will give written notice of such requested registration to all other Stockholders (the "Notice of Request"), and thereupon Regentwill, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (a “Demand Registration”i) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities Regent has been so requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or register by Wallxx-Xxxxxx; xxd (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of all other Registrable Securities proposed that Regent has been requested to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested register by any Holders thereof other Stockholder by written request given to Regent within fifteen (including the Holder or Holders making the initial Demand Request15) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the giving of the Notice of Request; PROVIDED, that Regent may postpone for not more than 60 calendar days the filing or effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand a registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by statement under this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which 2 if the Board of Directors of Regent determines that such registration could reasonably determines not be expected to be have a material adverse effect on any proposal or plan by Regent to engage in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the any acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer of similar transaction then under consideration, any public or other similar transaction) available private sale of equity securities which Regent reasonably expects to consummate within the Corporation next 60 days, or any registration statement which has been filed by Regent, or which Regent has a bona fide intention of filing within the Board reasonably determines not next 30 days, with respect to be in the Corporation’s best interest to disclose; orany class of equity securities of Regent. (b) Wallxx-Xxxxxx xxxl be entitled, at any time prior to receiving the Demand requested registration being declared effective by the SEC, to withdraw a Request, and if such Request is withdrawn the Board had determined registration of Registrable Securities which is to be effected as a result of such Request shall be terminated and abandoned. (c) If Regent proposes to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence a registration requested pursuant to effect such offering. A deferral of Section 2(a) by the filing of a Registration Statement registration statement on Form S-3 (or any similar short-form registration statement), Regent will comply with any request by the Managing Underwriter (as defined below) to effect such registration on another permitted form if such Managing Underwriter advises Regent that, in its opinion, the use of another form of registration statement is of material importance to such proposed offering. (d) A registration requested pursuant to this Section 3.5 shall 2 will not be lifteddeemed to have been effected unless it has been declared effective by the SEC; PROVIDED, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i)that if after it has become effective, the material non-public information is made public by the Corporation, (y) in the case offering of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to registration is interfered with by any stop order, injunction or other order or requirement of the Corporation; if withdrawnSEC or other governmental agency or court, the Demand Request shall such registration will be deemed not to have been effected. (e) Regent will pay all Registration Expenses in connection with each of the registrations of Registrable Securities requested to be effected by it pursuant to this Section 2. (f) Wallxx-Xxxxxx xxxll have the right, with the approval of Regent (which approval will not be unreasonably withheld), to select the investment banker (or investment bankers) that shall manage the offering of Registrable Securities pursuant to the requested registration (collectively, the "Managing Underwriter"). Wallxx-Xxxxxx xxxll also have the right to request that any registration effected under this Section 2 constitute a "shelf registration" pursuant to Rule 415 under the Securities Act which will permit stockholders to sell their Registrable Securities from time to time while such registration remains effective. (g) In addition to the right to request registration pursuant to Section 2(a), if Regent is eligible to register securities with the SEC on behalf of selling Stockholders on Form S-3, or a similar "short form" registration statement, then Wallxx-Xxxxxx xx, after July 1, 2000, the holders of at least 10% of the outstanding Common Stock (computed on an "as-converted" and fully-diluted basis), will be entitled to request an unlimited number of such "short form" registrations for which Regent will pay all Registration Expenses. All Stockholders shall be entitled to participate in such "short form" registrations in the same manner as provided in Section 2(a). Registrations made for purposes pursuant to this Section 2 shall be made using "short form" registration statements whenever Regent is permitted to use such applicable form and Wallxx- Xxxxxx xxxuests or consents to the use of such form. (h) In connection with any offering pursuant to this Annex A.Section 2, the only shares that may be included in such offering are Registrable Securities. Section 3.6 If, (i) If in connection with any offering described in registration pursuant to this Section 3.1 of this Annex A2, the managing underwriter Managing Underwriter shall impose a limitation on advise Regent that, in its judgment, the number of shares of Common Stock which may proposed to be included in such offering is such as to materially and adversely affect the Registration Statement because in its judgmentsuccess of the offering, such limitation is necessary to effect an orderly public distributionthen Regent will promptly so advise each Stockholder who has requested registration, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of and the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own accountStockholders (including Wallxx-Xxxxxx) have been so excluded. Any exclusion xxall be reduced pro rata, based on the respective number of Registrable Securities shall be made pro rata among as to which registration has been so requested by such Holders seeking to include such sharespersons, in proportion to until the number of shares to be included in such shares owned offering has been reduced to a level acceptable to the Managing Underwriter; PROVIDED, that, the registration of any of the Registrable Securities of Wallxx-Xxxxxx xxxll only count as an effected registration pursuant to Section 2(a) if Wallxx-Xxxxxx xx able to register and sell all of the Registrable Securities requested by it to be included in such Holdersregistration.

Demand Registrations. Section 3.1 At any time commencing after (1) As soon as practicable but no later than thirty (30) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Company shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement registering and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested by any necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders thereof (including the Holder or Holders making the initial Demand Request) named therein to sell their Registrable Securities included therein and in compliance with the Commission not later than 120 days after receipt provisions of the Securities Act until such Demand Request (time as there are no longer any Registrable Securities. In the “Demand Filing Date”) and event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to cause the same convert such Shelf Registration Statement to be declared effective by the Commission a Shelf Registration Statement on Form S-3 as promptly soon as practicable after such filing. Both the Demand Request and any request Company is eligible to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using use Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At any time commencing after (a) From May 1, 1998 until April 30, 2003, subject to the expiration terms and conditions set forth herein, each of the Lock-Up Period, each Holder (a “Demand Holder”) New Investors may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the his Registrable Securities held by (each, a "Demand Registration"). Any request (a "Registration Request") for a Demand Registration shall specify (i) the number of Registrable Securities requested to be registered (but not less than 20,000 shares of Common Stock), and (ii) whether or not such HolderDemand Registration should be filed pursuant to Rule 415 of Regulation C promulgated under the Securities Act (or any successor rule) (a "Shelf Registration"); provided, however, that the Company may elect, at its option, to file for a Shelf Registration. Within ten days after the date of sending of such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities, if any, and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the date of sending of the Company's notice. (b) The holders of Registrable Securities will be entitled to request six (6) Demand Registrations, each of which may be an underwritten registration or a Shelf Registration to remain effective for up to six months; provided, however, that none of the New Investors shall be entitled to request an additional Demand Registration as long as the Company maintains an effective Shelf Registration covering all Registrable Securities held by the New Investors or their respective transferees until April 30, 2003 and otherwise complies with the terms of this Agreement. Demand Registrations requested under the Original Registration Rights Agreement, the MLVA Registration Rights Agreement, the Scio Registration Rights Agreement and the Smokler Registration Rights Agreement shall be included in the definition of Demand Registrations for purposes of determining the number of Demand Registrations permitted under this Section 2(b) as long as any of the New Investors has the right to include his Registrable Securities in such registrations. (c) The Company will pay all "Registration Expenses" (as defined in Section 8 of this Agreement) in connection with the Demand Registrations. (d) A registration will not count as one of the Demand Registrations unless the holders of Registrable Securities are able to register and in fact sell at least 75% of the Registrable Securities requested to be registered shall be less than all of included in such Demand Holder’s Registrable Securitiesregistration. (e) Until April 30, 2003, the Company will not include in any Demand Registration any securities which are not Registrable Securities requested to be registered shall, on without the date that prior written consent of the Demand Request is delivered, (i) constitute at least three percent (3%) holders of a majority of the shares of Common Stock outstanding Registrable Securities included in such registration. If a Demand Registration or (ii) have a Water Oak Registration is an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts underwritten offering and commissions. Each Demand Request shall specify the managing underwriters advise the Company in writing that in their opinion the number of shares Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities proposed to and other securities, if any, which can be sold by in an orderly manner in such Demand Holder. Section 3.2 Within 15 days after receipt offering within a price range acceptable to Water Oak or the holders of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such majority of the Registrable Securities initially requesting registration, as the case may be requested by any Holders thereof (including be, the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed Company will (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant Demand Registration, include in such registration prior to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case inclusion of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the securities which are not Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may Registrable Securities requested to be included which in the Registration Statement because opinion of such underwriters can be sold in its judgment, such limitation is necessary to effect an orderly public distribution, then, in manner within the discretion price range of such managing underwriteroffering, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number respective holders thereof on the basis of such shares owned by such Holders.the amount of Registrable

Demand Registrations. Section 3.1 At any time commencing From and after the expiration date which is six months following the Closing Date, the holders of Registrable Securities shall have the right, by written notice delivered to the Company by or on behalf of the Lockholders of at least fifty-Up Periodone percent (51%) of the outstanding Registrable Securities, each Holder to require the Company to register (a “the "Initial Demand Holder”Registration") may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested up to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three one hundred percent (3100%) of the shares Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Common Stock Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Second Demand Registration") under the Securities Act up to one hundred percent (100%) of such remaining Registrable Securities as were not sold pursuant to the Initial Demand Registration. The Second Demand Registration is exercisable once and not (i) prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration or (ii) after the Termination Date. Subsequent to the Second Demand Registration, the holders of Registrable Securities then outstanding shall have an aggregate minimum market value the right, by written notice delivered to the Company by or on behalf of the holders of at least $25,000,000 before calculation fifty-one percent (51%) of underwriting discounts and commissions. Each the remaining Registrable Securities, to require the Company to register (the "Final Demand Request shall specify Registration") under the number Securities Act up to one hundred percent (100%) of shares of such remaining Registrable Securities proposed to be as were not sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice pursuant to the Corporation of their intention to have any or all of their Registrable Securities be included in the Second Demand Registration. The Corporation shall use its commercially reasonable efforts Final Demand Registration is exercisable once and not (i) prior to file a six months after the effective date of the Registration Statement registering filed pursuant to the Second Demand Registration or (ii) after the Termination Date. The holders of Registrable Securities shall not be entitled to request a Second or Final Demand Registration if at such time less than 10% of the initial amount of Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and are outstanding. The Company shall use commercially reasonable efforts to promptly prepare and file each Registration Statement for a Demand Registration and cause the same to be declared effective by the Commission as promptly as practicable SEC; provided, however, that if the Holders have received written notice from the Company that the Company is planning to commence a Public Offering within the next 30 days, the Holders will have no right to request a Demand Registration until 180 days after the date of the Public Offering or at such filingtime that the Company is no longer pursuing such public offering. Both If any Demand Registration is requested to be a "shelf" registration, the Demand Request and any request Company shall use reasonable best efforts to join keep the Registration Statement filed in respect thereof effective for a period of twelve (12) months from the date on which the SEC declares such Demand Request shall be considered a single Demand Request. Any inclusion of Registration Statement effective (subject to extension pursuant to Section 4) or such shorter period which will terminate when all Registered Registrable Securities owned covered by a Demand Holder such Registration Statement have been sold pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall such Registration Statement. A registration will not be deemed to have been effected pursuant to a single shelf Registration Statement, and shall not reduce the number of Demand Request. Requests available to the Holders, unless (x) the provisions of Section 3.3 Notwithstanding any other provision set forth in this 3 are fulfilled with respect to such shelf Registration Statement and (y) the shelf Registration Statement with respect thereto has remained effective for the minimum period of time required by Section 3, each Stockholder as extended as provided in such Section 3. At any time that a shelf Registration Statement is effective, Holders of a majority of the outstanding Registrable Securities may deliver a notice to the Company (together with a "Shelf Underwriting Notice") stating that they intend to effect a Shelf Underwritten Offering of all or part of its assignees) the Registrable Securities included by such Holders on the Shelf Registration Statement and stating the aggregate offering price and/or number of the Registrable Securities to be included in the Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be entitled necessary in order to deliver no enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by the Company and/or any Other Holders); provided, that, the Holders may not request more than two Shelf Underwritten Offerings in any twelve month period. Notwithstanding anything herein to the contrary, the Company may, one time in any twelve (212) month period, for up to a maximum of 90 days, delay the filing of any Demand Requests; providedRegistration, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after suspend the effectiveness of any Registration Statement filed and/or give a notice for purposes of the last paragraph of Section 5, as appropriate, if the Company shall have determined in good faith, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5(c)(7) (i) a "Suspension Period"); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the Corporation pursuant to an Underwritten Offering by number of days of the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until Suspension Period if the Registration Statement registering the shares effectiveness of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsRegistration was suspended, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparationbeyond twelve (12) of a Registration Statement required by this Section 3 until a date not later than 90 days months; and provided, further, that after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral termination of the filing of a Registration Statement pursuant to this Section 3.5 Suspension Period the Company shall be lifted, and comply with the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described obligations set forth in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then5(1). The Company agrees that, in the discretion event it exercises its rights under this paragraph, it shall, prior to the expiration of such managing underwriterthe Suspension Period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the Corporation shall include in such delayed Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersStatement.

Demand Registrations. Section 3.1 At any time commencing after (a) Subject to the expiration of limitations set forth below, Xxxxx Xxxxxxxxx ("XXXXXXXXX") and Xxxx Xxxxxxxx ("XXXXXXXX") shall each have the Lock-Up Period, each Holder right (a “Demand Holder”"SHORT FORM DEMAND RIGHT") may make to require the Company to file a written request (each a “Demand Request”) for registration Registration Statement under the Securities Act (a “Demand Registration”) in respect of all or part of the Registrable Securities held by him so long as the Company is eligible to use Form S-3. Subject to the limitations set forth below, Xxxxxxxxx and Xxxxxxxx shall each have one Short Form Demand Right. (For purposes of this Section 2.01, the party exercising a Short Form Demand Right is, where applicable, referred to as the "SELLING SHAREHOLDER"). (b) Each Short-Form Demand Right must be exercised in respect of at least 2,000 Registrable Securities (subject to equitable adjustment in the event of stock splits, stock dividends and similar events). No Short Form Demand Right may be exercised within 6 months after the date of effectiveness of a Company registration statement pursuant to which Xxxxxxxxx or Xxxxxxxx were provided the opportunity to register Registrable Securities. (c) As promptly as practicable, but in no event later than 45 days after the Company receives a written request from a Selling Shareholder demanding that the Company so register the number of Registrable Securities specified in such Holderrequest, the Company shall file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective promptly a Registration Statement (a "DEMAND REGISTRATION") providing for the registration of all Registrable Securities as the Selling Shareholder shall have demanded be registered. (d) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time (the "Blackout Period"), not to exceed 60 days after the exercise of a Demand Right in the case of subsections (i) and (iii) below, the filing of any Demand Registration if: (i) the Company will be filing, within 30 days after the exercise of a Demand Right, a Registration Statement pertaining to a public offering of Company Common Stock in which the Holders are entitled to join pursuant to Section 2.02 hereof; (ii) the Company is subject to an existing contractual obligation to its underwriters not to engage in a public offering; (iii) the Company shall determine that any such filing or the offering of any Registrable Securities would (A) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company or its wholly owned subsidiaries; (B) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company; providedor (C) in the good faith judgment of the Board of Directors of the Company, howeverrequire disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders; PROVIDED, HOWEVER, that if the Registrable Securities requested Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering or sale of securities by the Company, the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed not in breach of confidentiality obligations, as the case may be. After the expiration of any Blackout Period and without any further request from the Selling Shareholder the Company shall effect the filing of the relevant Demand Registration and shall use its reasonable best efforts to cause any such Demand Registration to be registered declared effective as promptly as practicable unless the Selling Shareholder shall be less than all have, prior to the effective date of such Demand Holder’s Registrable SecuritiesRegistration, withdrawn in writing the Registrable Securities requested initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to be registered shall, on which the date that Selling Shareholder is entitled hereunder. The Company may not exercise its right to postpone or delay the filing of any Demand Request Registration pursuant to this subsection (c) more than twice during any 12 month period. (e) Any request by a Selling Shareholder for a Demand Registration which is delivered, subsequently withdrawn prior to such Demand Registration becoming effective shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Selling Shareholder is entitled if such withdrawal (i) constitute at least three percent (3%) of is due to a material adverse change affecting the shares of Common Stock outstanding or Company, (ii) have is due to a notification by the Company of an aggregate minimum market value intention to file a Registration Statement with respect to Company Common Stock or (iii) is made in accordance with the penultimate sentence of at least $25,000,000 before calculation Section 2.01(c). (f) The Company shall be entitled to include authorized but unissued shares of underwriting discounts and commissionsCompany Common Stock in any Demand Registration, subject to Section 2.02. Each Notwithstanding anything contained herein, if the lead underwriter of an offering involving a Demand Request Registration delivers a written opinion to the Selling Shareholder (a copy of which shall specify be provided to the Company) that the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be Company Common Stock included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed would (i) by materially and adversely affect the Corporation pursuant price of the Company Common Stock to an Underwritten Offering by the Corporation be offered or (ii) on behalf result in a greater amount of any Demand Holder or any other holder Company Common Stock being offered than the market could reasonably absorb, then the number of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective Registrable Securities to be registered by the Commission (unless the Demand Holder withdraws all of its Registrable Securities Company and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Company Common Stock which may to be included in the such Demand Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion by other holders of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities Company Common Stock pursuant to contractual incidental registration rights, shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such shares owned by such HoldersDemand Registration.

Demand Registrations. Section 3.1 At any time commencing after (a) (i) As soon as practicable but no later than thirty (30) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Company shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf Registration Statement registering declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. (ii) Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up agreement, each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by any delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. The Holder or Holders thereof shall make such election by delivering to the Company a written request (including a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of desire to sell pursuant to such Demand Request underwritten offering (the “Demand Filing DateShelf Underwriting”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing). Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with With respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.Shelf Underwriting Request,

Demand Registrations. Section 3.1 At any time commencing after (a) (i) As soon as practicable but no later than thirty (30) Business Days following the expiration Closing Date (the “Filing Date”), the Company shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two Business Days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf Registration Statement registering declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or the ninetieth (90th) calendar day if the SEC notifies the Company that it will “review” the Shelf Registration Statement) following the Closing Date and (y) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested by any necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders thereof (including the Holder or Holders making the initial Demand Request) named therein to sell their Registrable Securities included therein and in compliance with the Commission not later than 120 days after receipt provisions of the Securities Act until such Demand Request (time as there are no longer any Registrable Securities. In the “Demand Filing Date”) and event the Company files a Shelf Registration Statement on Form F-1, the Company shall use commercially reasonable efforts to cause convert such Shelf Registration Statement to a Shelf Registration Statement on Form F-3 as soon as practicable after the same Company is eligible to use Form F-3. (ii) Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up period, each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by delivering a written request therefor to the Company specifying the number of Registrable Securities to be declared effective included in such registration and the intended method of distribution thereof. The Holder or Holders shall make such election by delivering to the Commission Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect to any Shelf Underwriting Request, the Holder or Holders making such demand shall be referred to as the “Shelf Underwriting Initiating Holders”. As promptly as practicable, but at least five (5) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within two (2) days after the receipt of the Shelf Underwriting Notice. The Company shall, subject to Section 2.1(b), use commercially reasonable efforts to effect such Shelf Underwriting as promptly as practicable after such filingis reasonably practicable. Both The Company shall, at the Demand Request and request of any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion Shelf Underwriting Initiating Holder or any other Holder of Registrable Securities owned registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by a Demand the Shelf Underwriting Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary in this Section 2.2, each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Participating Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Company shall have the right to designate the Manager and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten Block Trade, subject to Shelf Underwriting Initiating Holders’ reasonable approval. Shelf Underwritings effected pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Requestthis Section 2.1(a)(ii) shall be deemed to have been counted as Demand Registrations effected pursuant to a single Demand Request. Section 3.3 2.1(b). Notwithstanding any other provision set forth of this Article 2, if a Shelf Underwriting Initiating Holder wishes to engage in this Section an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Shelf Underwriting Initiating Holder shall notify the Company of the Underwritten Block Trade three (3, each Stockholder (together with all ) Business Days prior to the day such offering is to commence and the Holders of its assignees) record of other Registrable Securities shall not be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation notice of such Underwritten Block Trade and shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after participate in such Underwritten Block Trade. The Holders shall use commercially reasonable efforts to work with the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities Company and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity Underwriters (including but not limited to by disclosing the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the maximum number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own accountsubject of such Underwritten Block Trade) have been so excluded. Any exclusion in order to facilitate preparation of Registrable Securities shall be made pro rata among such Holders seeking to include such sharesthe Registration Statement, in proportion Prospectus and other offering documentation related to the Underwritten Block Trade and any related due diligence and comfort procedures. In the event of a Underwritten Block Trade, and after consultation with the Company, the Demanding Holders and the Requesting Holders (if any) shall determine the maximum number of securities, the underwriter or underwriters and share price of such shares owned by such Holdersoffering.

Demand Registrations. Section 3.1 At any time commencing after the expiration of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide Upon written notice to the Corporation Company delivered by the Lead Investor, at any time from and after the Closing Date and from time to time (each such notice, a "Demand Notice" and the date(s) the Lead Investor delivers a Demand Notice to the Company, each a "Demand Date"), the Lead Investor may require the Company, to register up to the Demand Required Registration Amount of their intention to have any or all of their Demand Registrable Securities be included in the not previously registered on a Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder hereunder for resale pursuant to a Demand Request Registration Statement. The Company shall then (including a notice of a non-requesting holder to join a Demand Requesti) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than within two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days Business Days after the effectiveness of any Registration Statement filed (i) by applicable Demand Date, give written notice thereof to all Investors other than the Corporation pursuant to an Underwritten Offering by the Corporation or Lead Investor and (ii) on behalf of any prepare, and, as soon as practicable but in no event later than the applicable Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as Filing Deadline, file with the SEC a Demand Registration until Statement on Form S-3 (or the Registration Statement registering applicable form) covering the shares resale of such all of the Demand Request has been declared effective Registrable Securities set forth in the Demand Notice. Upon receipt of a notice by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral Company pursuant to clause (a)(i)i) of the immediately preceding sentence, any Investor may notify the Company in writing within five (5) Business Days of receipt of such notice from the Company that it wishes to have all or any portion of its Demand Registrable Securities included in the applicable Demand Registration Statement, and the Company shall treat each such Investor's Demand Registrable Securities as if such Demand Registrable Securities were included in the applicable Demand Notice. In the event that Form S-3 is unavailable for such a registration, the material non-public information Company shall use Form S-1 or such other form as is made public by available for such a registration on another appropriate form reasonably acceptable to the CorporationRequired Holders, (y) in accordance with the case provisions of a deferral pursuant to clause (a)(iiSection 2(e), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Each Demand Registration Statement prepared pursuant to this Section 3.5, the Corporation hereto shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made register for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on resale at least the number of shares of Common Stock which may be included set forth in the Registration Statement because in its judgmentapplicable Demand Notice, such limitation is necessary to effect an orderly public distribution, thenwhich shall not exceed, in the discretion of such managing underwriteraggregate, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.Demand Required

Demand Registrations. Section 3.1 At any time commencing after (a) The Investors may request the expiration of the Lock-Up Period, each Holder (Parent to use commercially reasonable efforts to effect a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the Registrable U.S. Securities held by Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such Holder; provided, however, that if the Registrable Securities requested to be registered request shall be less than all made by notice in writing (a "Demand Registration Request") to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of the Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Registration Request, the Corporation shall Parent will give written notice of such Demand Request request to the Engaged Capital Investors and, subject to Section 5.2(b), will include in such registration all non-requesting Holders. Within 30 days after receipt Common Shares that the Engaged Capital Investors have acquired or have the right to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Engaged Capital Investors on the date hereof and purchased by the Engaged Capital Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such noticeCommon Shares, the non-requesting Holders shall provide "Engaged Capital Series B Demand Shares") with respect to which the Parent has received from the Engaged Capital Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice to the Corporation Engaged Capital Investors, specifying the number of their intention Engaged Capital Series B Demand Shares intended to have be registered, provided that such number requested to be registered by the Engaged Capital Investors may not exceed the Engaged Capital Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account. (b) If the lead underwriter or underwriters in any underwritten Demand Registration advise the Parent in writing that the inclusion of all of their Registrable Securities the securities requested to be included in a Demand Registration, including securities offered by the Parent for its own account, as applicable, may have a material adverse effect on the distribution or sales price of the securities being offered by the Parent unless the number of such securities is reduced (such reduced offering size, the "Maximum Offering Size"), the Parent will include in such registration, in the priority listed below, in the aggregate up to the Maximum Offering Size: first, all Registrable Shares requested to be registered in the Demand RegistrationRegistration by the Investors, second, the Engaged Capital Series B Demand Shares requested to be registered by the Engaged Capital Investors, and third, securities offered by the Parent for its own account. The Corporation Parent shall as soon as practical, and in any event within 65 days, in the case of a registration statement to be filed on Form S-1, and 45 days, in the case of a registration statement to be filed on Form S-3 or a prospectus to be filed under Canadian Securities Acts, of receipt of a Demand Registration Request, file a registration statement covering all of the Registrable Shares that the Investors requested to be registered and, as applicable, the Engaged Capital Series B Demand Shares requested to be registered, and, as applicable, any securities offered by the Parent for its own account, and use its commercially reasonable efforts to file a Registration Statement registering cause such of the Registrable Securities registration statement to become effective as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission soon as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestpracticable. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assigneesc) The Parent shall not be entitled obliged to deliver no effect: (i) more than an aggregate of two Demand Registrations in any one 12-month period (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation a registration shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after deemed "effected" for purposes of this section until such time as the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand applicable registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request statement has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities SEC and the Corporation applicable final prospectus has performed its obligations hereunder in all material respects, in which case such demand will count as been receipted by the relevant Canadian Securities Commission); (ii) a Demand Registration). Section 3.5 The Corporation may defer Registration in the event the Parent determines in good faith that either (A) the effect of the filing (but not the preparation) of a Registration Statement required by this Section 3 until prospectus or registration statement could impede the ability of the Parent to consummate a date not later than 90 days after the Demand Filing Date if: significant transaction (aincluding, without limitation, a financing, an acquisition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto, or (B) there is (i) exists at the time material non-public information regarding relating to the Corporation Parent or its subsidiaries the disclosure of which the Board reasonably determines not to Parent believes would be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited materially adverse to the acquisition or disposition Parent and its subsidiaries, taken as a whole; in which case the Parent's obligations under this Section 5.2 shall be deferred for a period of assets (other not more than in 90 days from the ordinary course date of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving receipt of the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Registration Request of the filing of a Registration Statement pursuant to this Section 3.5 Investors, provided that the Parent shall not be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order permitted to defer the filing of a Registration Statement pursuant to prospectus under this Section 3.5, the Corporation shall promptly (but 5.2 more than two times in any event within 10 days), upon determining 12-month period; (iii) a Demand Registration in respect of a number of Registrable Shares that is expected to seek such deferral, deliver to each result in gross proceeds of less than $20 million; or (iv) a Demand Holder Registration before the 90th day following the date on which (A) a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice receipt was issued to the Corporation; if withdrawnParent with respect to any final prospectus filed by the Parent or (B) a registration statement filed by the Parent became effective. (d) The Investors may request the Parent to use commercially reasonable efforts to effect a shelf registration statement or file and obtain a receipt for a shelf prospectus, the which registration statement or prospectus contemplates sales or distributions of Registrable Shares, provided that any such request shall not constitute a Demand Request shall be deemed not to have been made Registration, unless accompanied by a Demand Registration Request. (e) The lead underwriter or underwriters for purposes of this Annex A. Section 3.6 If, any offering in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Demand Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered selected by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities Investors and shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably acceptable to the number of such shares owned by such HoldersParent.

Demand Registrations. Section 3.1 At any time commencing after (i) No later than thirty (30) calendar days following the expiration Closing (the “Filing Date”), the Company shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject to Section 2.1(c). In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to amend the Shelf Registration Statement to a Registration Statement on Form S-3 or file a Registration Statement registering such on Form S-3 in substitution of the Shelf Registration Statement (the “Replacement S-3 Shelf”) at (or, if determined by the Company in its discretion, before) such time as the Company would otherwise be required to file a post-effective amendment to the Registration Statement on Form S-1, and cause the Replacement S-3 Shelf to be declared effective as soon as practicable thereafter. (ii) Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up agreement (including any restrictions on transfer set forth in the bylaws of the Company), each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities as may pursuant to an underwritten offering pursuant to the Shelf Registration Statement (provided, that such Holder(s) reasonably expect aggregate gross proceeds in excess of the Minimum Threshold) by delivering a written request therefor to the Company specifying the number of Registrable Securities to be requested included in such registration and the intended method of distribution thereof. The Holder or Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect to any Holders thereof (including Shelf Underwriting Request, the Holder or Holders making such demand shall be referred to as the initial Demand Request) with the Commission not “Shelf Underwriting Initiating Holders”. As promptly as practicable, but no later than 120 days five (5) Business Days after receipt of such Demand Request a Shelf Underwriting Request, the Company shall give written notice (the “Demand Filing DateShelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as reasonably practicable (and in any event within forty five (45) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use commercially its reasonable best efforts to cause effect such Shelf Underwriting. The Company shall, at the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and request of any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion Shelf Underwriting Initiating Holder or any other Holder of Registrable Securities owned registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding the Shelf Underwriting Initiating Holders or any other provision set forth Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary in this Section 32.1(a)(ii), the Company shall not be required to effect a Shelf Underwriting unless such Shelf Underwriting includes, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Participating Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Shelf Underwriting Initiating Holders shall have the right to designate the Manager and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten Block Trade; provided that in each case, each Stockholder such underwriter is a reputable nationally recognized investment bank. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (together with all collectively, “Underwritten Block Trade”) of its assignees) shall be entitled Registrable Securities using a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Shelf Underwriting Initiating Holder only needs to deliver no more than notify the Company of the Underwritten Block Trade two (2) Demand Requests; provided, however, that if Business Days prior to the Corporation meets day such offering is to commence and the eligibility requirements for using Form S-3, then this limitation Holders of record of other Registrable Securities shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares notice of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities Underwritten Block Trade and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but shall not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not be entitled to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include participate in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersUnderwritten Block Trade.

Demand Registrations. Section 3.1 At any time commencing after following the expiration three year anniversary of the Lock-Up PeriodClosing Date, each Holder Syntone will have the right to request registration of its Registrable Securities (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration which may, at Syntone’s request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act (a “Demand Registration”) Act), which request or requests will specify the number of all or part of the Registrable Securities held by intended to be transferred and the intended method of distribution of such HolderRegistrable Securities; provided, however, that if the Syntone may not request registration of Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have having an aggregate minimum market value of at least $25,000,000 before calculation of underwriting gross offering price (not taking into account underwriters discounts and commissions) of less than $50,000,000. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after Upon receipt of such noticerequest, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall Outlook will use its commercially reasonable efforts to file a Registration Statement registering such promptly effect the registration under the Securities Act of the Registrable Securities as may be so requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requestsregistered; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration Outlook will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission be required to prepare and file (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsx) more than two registration statements nor (y) more than one registration statement within any twelve-month period, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer each case, at the filing (but not the preparation) request of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement Syntone pursuant to this Section 3.5 shall be lifted7.7. Notwithstanding the foregoing, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer Outlook may delay the filing or effectiveness of a Registration Statement any registration of Registrable Securities pursuant to this Section 3.57.7 or suspend the use of any registration statement (and Syntone hereby agrees not to offer or sell any Registrable Securities pursuant to such registration statement) for a period of not more than 90 days if at the time of such request (i) Outlook is engaged, or has fixed plans to engage within 90 days following receipt of such request, in a firm commitment underwritten public offering of Registrable Securities, (ii) if Outlook reasonably believes that there is or may be in existence material nonpublic information or events involving Outlook, the Corporation shall promptly failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation, (but in iii) all reports required to be filed by Outlook pursuant to the Exchange Act have not been filed by the required date (without regard to any event within 10 daysextension), upon determining or (iv) if the consummation of any business combination by Outlook has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X promulgated by the SEC or any similar successor rule. If Outlook will exercise its right to seek delay the filing or effectiveness or suspend the use of a registration hereunder, the applicable time period during which the registration statement is to remain effective will be extended by a period of time equal to the duration of the suspension period. If so directed by Outlook, Syntone will (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such deferral, delay or suspension; and (ii) use its commercially reasonable efforts to deliver to each Demand Holder a certificate signed by an executive officer Outlook (at Outlook’s expense) all copies, other than permanent file copies then in Outlook’s possession, of the Corporation stating that prospectus relating to such Registrable Securities current at the Corporation is deferring time of receipt of such filing pursuant notice. Outlook will use its commercially reasonable efforts to this Section 3.5 and an approximation maintain the continuous effectiveness of the anticipated delay. Within twenty (20) days after receiving registration statement until all such certificate, the Demand Request may securities cease to be withdrawn by those Persons representing a majority Registrable Securities or such shorter period upon which all of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders registration statement have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have actually been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holderssold.

Demand Registrations. Section 3.1 At any time commencing after (a) Subject to the expiration limitations set forth below, the Holders' Representative on behalf of the Lock-Up Period, each Holder Holders of Registrable Securities shall have the right (a “"Demand Holder”Right") may make to require the Company to file a written request (each a “Demand Request”) for registration Registration Statement under the Securities Act (a “Demand Registration”) in respect of all or part of the Registrable Securities held by Holders. If at the time that a Demand Right is exercised by the Holders' Representative on behalf of Holders, the Company is not eligible to use Form S-3, such Holder; providedDemand Right shall be a "Long-Form Demand Right". If at the time that a Demand Right is exercised by Initiating Holders, howeverthe Company is eligible to use Form S-3, that if such Demand Right shall be a "Short-Form Demand Right". Together, the Holders shall be entitled to exercise a Demand Right on up to five occasions. Each Demand Right must be exercised in respect of at least 850,000 Registrable Securities requested (subject to equitable adjustment in the event of stock splits, stock dividends and similar events). No Demand Right may be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on exercised within one year after the date that the registration of Registrable Securities pursuant to a prior exercise of a Demand Request is deliveredRight was declared effective. (b) As promptly as practicable, but in no event later than 45 days after the Company receives a written request from the Holders' Representative demanding that the Company so register the number of Registrable Securities specified in such request, the Company shall file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective promptly a Registration Statement (a "Demand Registration") providing for the registration of all Registrable Securities as the Holders' Representative shall have demanded be registered on behalf of Holders. (c) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time (the "Blackout Period"), not to exceed 60 days after the exercise of a Demand Right in the case of subsections (i) constitute at least three percent and (3%iii) below, the filing of any Demand Registration if: (i) the shares Company will be filing, within 30 days after the exercise of a Demand Right, a Registration Statement pertaining to a public offering of Company Common Stock outstanding or in which the Holders are entitled to join pursuant to Section 2.02 hereof; (ii) have the Company is subject to an aggregate minimum market value existing contractual obligation to its underwriters not to engage in a public offering; (iii) the Company shall determine that any such filing or the offering of any Registrable Securities would (A) in the good faith judgement of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company or its wholly owned subsidiaries; (B) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company; or (C) in the good faith judgement of the Board of Directors of the Company, require disclosure of material nonpublic information which, if disclosed at least $25,000,000 before calculation such time, would be materially harmful to the interests of underwriting discounts the Company and commissionsits stockholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering or sale of securities by the Company, the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed not in breach of confidentiality obligations, as the case may be. Each After the expiration of any Blackout Period and without any further request from the Holders' Representative on behalf of Holders, the Company shall effect the filing of the relevant Demand Request Registration and shall specify use its reasonable best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless the Holders' Representative shall have, prior to the effective date of such Demand Registration, withdrawn in writing the initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Holders are entitled hereunder. The Company may not exercise its right to postpone or delay the filing of any Demand Registration pursuant to this subsection (c) more than twice during any 12 month period. (d) Any request by the Holders' Representative on behalf of Holders for a Demand Registration which is subsequently withdrawn prior to such Demand Registration becoming effective shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Holders are entitled if such withdrawal (i) is due to a material adverse change affecting the Company, (ii) is due to a notification by the Company of an intention to file a Registration Statement with respect to Company Common Stock or (iii) is made in accordance with the penultimate sentence of Section 2.01(c). (e) The Company shall be entitled to include authorized but unissued shares of Company Common Stock in any Demand Registration, subject to Section 2.02. Notwithstanding anything contained herein, if the lead underwriter of an offering involving a Demand Registration delivers a written opinion to the Holders' Representative (a copy of which shall be provided to the Company) that the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be Company Common Stock included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed would (i) by materially and adversely affect the Corporation pursuant price of the Company Common Stock to an Underwritten Offering by the Corporation be offered or (ii) on behalf result in a greater amount of any Demand Holder or any other holder Company Common Stock being offered than the market could reasonably absorb, then the number of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective Registrable Securities to be registered by the Commission (unless the Demand Holder withdraws all of its Registrable Securities Company and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Company Common Stock which may to be included in the such Demand Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion by other holders of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities Company Common Stock pursuant to contractual incidental registration rights, shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such shares owned by such HoldersDemand Registration.

Demand Registrations. Section 3.1 At any time commencing after 180 days after the expiration IPO Date relating to the Initial Public Offering of the Lock-Up Periodissuer of Registrable Securities, each Holder the GC Industrial Member or its designees will have the right to request registration of such Registrable Securities (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration which may, at such Holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act (a “Demand Registration”) Act), which request or requests will specify the number of all or part of the Registrable Securities held by intended to be Transferred and the Holders thereof and the intended method of distribution of such HolderRegistrable Securities; provided, however, that if the Holders may not request registration of Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have having an aggregate minimum market value of at least $25,000,000 before calculation of underwriting gross offering price (not taking into account underwriters discounts and commissions) of less than $25 million. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after Upon receipt of such noticerequest, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall Company will use its commercially reasonable best efforts to file a Registration Statement registering such promptly effect the registration under the Securities Act of the Registrable Securities as may be so requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requestsregistered; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration Company will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been be required to prepare and file more than five registration statements which actually become or are declared effective by the Commission (unless SEC at the Demand Holder withdraws all request of its the GC Industrial Member. Notwithstanding the foregoing, the Company may delay the filing or effectiveness of any registration of Registrable Securities and pursuant to this Section 11.04(d) for a period of not more than 180 days if at the Corporation time of such request (x) the Company is engaged, or has performed its obligations hereunder in all material respectsfixed plans to engage within 180 days following receipt of such request, in a firm commitment underwritten public offering of Registrable Securities in which case such demand the Holders of Registrable Securities have been or will count as a Demand Registration). Section 3.5 The Corporation may defer be permitted to include all the filing (but not the preparation) of a Registration Statement required by Registrable Securities so requested to be registered pursuant to this Section 3 until a date not later than 90 days after the Demand Filing Date if: 11.04(d) or (ay) there is (i) material non-public information regarding the Corporation which the Board reasonably determines that such registration and offering would interfere with any material transaction involving the Company; provided, however, that the Company will not to be use the right set forth in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case more than three times for an aggregate of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but 180 days in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders12-month period.

Demand Registrations. Section 3.1 (1) At any time commencing after the expiration of the Lock-Up Lockup 61 15 Period, each Holder (the Designated Holders holding a “Demand Holder”) majority of the then Registrable Securities may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part any portion of their Registrable Securities in accordance with the provisions of this Section 6(b). All registrations requested pursuant to this Section 6(b) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. (2) The Designated Holders of Registrable Securities held by such Holder; provided, however, that if shall be entitled to request no more than three Demand Registrations in accordance with this Section 6(b). The aggregate offering value of the Registrable Securities requested to be registered shall be less than all of such in any Demand Holder’s Registrable SecuritiesRegistration must, in the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) good faith judgment of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of holders thereof, equal at least $25,000,000 before calculation of underwriting discounts and commissions5,000,000. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will shall not count as a one of the permitted Demand Registration Registrations until the Registration Statement registering the shares of such Demand Request it has been declared become effective by the Commission (unless the Demand Holder withdraws all holders of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on included in such registration have agreed to abandon such registration after a registration statement has been filed with the Commission). (3) If a Demand Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any is an underwritten offering described in Section 3.1 of this Annex A, and the managing underwriter shall impose a limitation on underwriters advise the Company in writing that in their opinion the number of shares of Common Stock which may Registrable Securities and other securities requested to be included in such offering exceeds the Registration Statement because number of Registrable Securities and other securities, if any, which can be sold in its judgment, such limitation is necessary to effect an orderly public distribution, then, manner in such offering within a price range acceptable to the discretion holders of a majority of the Registrable Securities included in such managing underwriterregistration, the Corporation Company shall include in such Registration Statement only such portion registration prior to the inclusion of the any securities which are not Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares the number of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed requested to be registered by included which in the Corporation for its own account) have been so excluded. Any exclusion opinion of Registrable Securities shall such underwriters can be made sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of securities requested to be included therein by each such Holders seeking holder. (4) The Company shall not be obligated to include such shareseffect more than one Demand Registration in any twelve-month period, in proportion and the Company shall not be obligated to effect any Demand Registration within 60 days after the number effective date of such shares owned by such Holders.a previous offering of Common Stock registered under the Securities Act. The Company may postpone for up to 180 days the filing or the

Demand Registrations. Section 3.1 At any time commencing Beginning on the date that is six months after the expiration effective date of the Lock-Up Periodfirst registration statement for a firm commitment of a Qualified IPO, each Holder (a “Demand Holder”) may make a the Company, upon written request (each a “Demand Request”) for registration from the Required Warrant Rights Holders, on behalf of the Warrant Rights Holders and their Affiliates, as applicable, shall use commercially reasonable efforts to register under the Securities Act the Registrable Securities beneficially held by the Warrant Rights Holders, as applicable (including, at the election of the Required Warrant Rights Holders, in an underwritten offering) and bear all expenses in connection with such offering pursuant to Section 2.4 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 2.2, a “Demand Registration”) of all or part ). The Required Warrant Rights Holders, on behalf of the Registrable Securities held by Warrant Rights Holders and their Affiliates, as applicable, shall have the right to request three (3) Demand Registrations pursuant to this Section 2.2. Upon the receipt of any such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securitiesrequest, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and Company shall use commercially reasonable efforts to cause the same a registration statement (a “Demand Registration Statement”) to be filed with, and to be declared effective by, the SEC for all Registrable Securities that the Company has been requested to register as soon as practicable thereafter. The Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective until the earliest of (a) the date on which the Warrant Rights Holders and their Affiliates no longer hold any Registrable Securities registered under the Demand Registration Statement, (b) the date on which the Registrable Securities may be sold by the Commission as promptly as practicable after Warrant Rights Holders and their Affiliates pursuant to Rule 144 (with such filing. Both sale not being limited by either the Demand Request and any request to join in timing or volume restrictions thereunder) or (c) the date that is 30 days from the effective date of such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement (or the date that is 6 months from the effective date of such Demand Registration Statement if such Demand Registration Statement is a shelf registration statement filed (i) by on an appropriate form under the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 Securities Act). A registration will shall not count as a Demand Registration unless and until the Registration Statement registering the shares of such Demand Request registration statement relating thereto has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities SEC and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration)not been withdrawn. Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At any time commencing after the expiration of the Lock-Up Period, each Holder (a “Demand Holder”i) The Purchaser may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part any portion of the its Registrable Securities held by such Holder; provided, however, that if in accordance with the provisions of this Section 2(b). All registrations requested pursuant to this Section 2(b) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, registered. Within ten (i10) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestany such request, the Corporation Company shall give written notice of such Demand Request requested registration to all non-requesting Holders. Within 30 other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of such the Company's notice, . (ii) The Purchaser shall be entitled to request no more than one Demand Registration in accordance with this Section 2(b). A registration shall not count as the non-requesting Holders shall provide written notice to permitted Demand Registration until it has become effective. (iii) If the Corporation Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of their intention to have any or all of their Registrable Securities and other securities requested to be included in such offering exceeds the Demand Registration. The Corporation shall use its commercially reasonable efforts number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to file the holders of a Registration Statement registering such majority of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join included in such Demand Request registration, the Company shall be considered a single Demand Request. Any include in such registration prior to the inclusion of any securities that are not Registrable Securities the number of Registrable Securities owned by a Demand Holder pursuant requested to a Demand Request (including a notice be included which in the opinion of a non-requesting holder to join a Demand Request) shall such underwriters can be deemed to have been effected pursuant to a single Demand Requestsold in an orderly manner within the price range of such offering. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assigneesiv) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation The Company shall not apply. In addition, no Holder shall be entitled obligated to deliver a effect any Demand Request Registration within 90 60 days after the effective date of a previous offering of Common Stock registered under the Securities Act. The Company may postpone for up to 90 days the filing or the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand a registration rights. Section 3.4 A registration will not count as statement for a Demand Registration until if the Registration Statement registering the shares Company's board of directors determines in its reasonable good faith judgment that such Demand Request has been declared effective Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Commission (unless the Demand Holder withdraws all Company or any of its Registrable Securities and the Corporation has performed its obligations hereunder subsidiaries to engage in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the any acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer offer, reorganization or other similar transaction; provided that (a) available the Company may exercise its right to delay the Demand Registration only once in any twelve-month period and (b) if the Demand Registration is delayed hereunder, the Purchaser shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as the permitted Demand Registration hereunder and the Company shall pay all Registration Expenses in connection with such terminated registration. (v) The Company shall have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the Corporation which the Board reasonably determines consent of Purchaser, such consent not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersunreasonably withheld.

Demand Registrations. Section 3.1 At any time commencing after (a) From the expiration one year anniversary of the Lock-Up Perioddate of this Agreement until the five year anniversary of the date of this Agreement, each Holder (a “Demand Holder”) subject to the terms and conditions set forth herein, the New Investors may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the their Registrable Securities held by (each, a "Demand Registration"). Any request (a "Registration Request") for a Demand Registration shall specify (i) the number of Registrable Securities requested to be registered (but not less than 20,000 shares of Common Stock), and (ii) whether or not such HolderDemand Registration should be filed pursuant to Rule 415 of Regulation C promulgated under the Securities Act (or any successor rule) (a "Shelf Registration"); provided, however, that the Company may elect, at its option, to file for a Shelf Registration. Within ten (10) days after the date of sending of such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities, if any, and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the date of sending of the Company's notice. (b) From and after the one year anniversary of the date of this Agreement, the holders of Registrable Securities will be entitled to request six (6) Demand Registrations, each of which may be an underwritten registration or a Shelf Registration to remain effective for up to six months; provided, however, that the New Investors shall not be entitled to request an additional Demand Registration as long as the Company maintains an effective Shelf Registration covering all Registrable Securities held by the New Investors or their transferees until the five year anniversary of the date of this Agreement and otherwise complies with the terms of this Agreement. Demand Registrations requested under the Original Registration Agreement, the MLVA Registration Agreement, the Scio Registration Rights Agreement, the Kensington Registration Rights Agreement, and the Aspen Registration Rights Agreement shall be included in the definition of Demand Registrations for purposes of determining the number of Demand Registrations permitted under this Section 2(b) as long as the New Investors have the right to include their Registrable Securities in such registrations. (c) The New Investors and any of their transferees participating in the Demand Registration will pay all Registration Expenses (as defined in Section 8) in connection with such Demand Registration in proportion to the amount of Registrable Securities held by each New Investor or transferee participating in the Demand Registration. (d) A registration will not count as one of the Demand Registrations unless the holders of Registrable Securities are able to register and in fact sell at least 75% of the Registrable Securities requested to be registered shall be less than all included in such registration. (e) Until the three year anniversary of such Demand Holder’s Registrable Securitiesthe date of this Agreement, the Company will not include in any Demand Registration any securities which are not Registrable Securities requested to be registered shall, on without the date that prior written consent of the Demand Request is delivered, (i) constitute at least three percent (3%) holders of a majority of the shares of Common Stock outstanding Registrable Securities included in such registration. If a Demand Registration or (ii) have a Water Oak Registration is an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts underwritten offering and commissions. Each Demand Request shall specify the managing underwriters advise the Company in writing that in their opinion the number of shares Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities proposed to and other securities, if any, which can be sold by in an orderly manner in such Demand Holder. Section 3.2 Within 15 days after receipt offering within a price range acceptable to Water Oak or the holders of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such majority of the Registrable Securities initially requesting registration, as the case may be requested by any Holders thereof (including be, the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed Company will (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant Demand Registration, include in such registration prior to clause the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder and (a)(i), the material non-public information is made public by the Corporation, (yii) in the case of a deferral pursuant to clause (a)(ii)Water Oak Registration, the significant business opportunity is disclosed Company will include in such registration first, the number of Water Oak Shares requested to be included and second, the number of Registrable Securities which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. (f) In the Corporation or is terminatedcase of an underwritten offering, or (z) the holders of a majority of the then outstanding shares of Registrable Securities or, in the case of a deferral pursuant Water Oak Registration, Water Oak, will have the right to clause (b)select the investment banker(s) and manager(s) to administer the offering, the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice subject to the Corporation; if withdrawn, the Demand Request shall Company's approval which will not be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersunreasonably withheld.