Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. (a) If the Company shall receive from any Holder or Holders a request that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder Holders of a majority of the then outstanding Registrable Securities (assuming conversion of all Preferred Stock and exercise of the Common Warrants) a written request or Holders a request requests that pursuant to this Section 1.5 the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (iib) promptly use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: 1.5: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; ; (iii) if, in a given twelve-month period, the Company has already effected two (2) such registrations pursuant to this Section 1.5 in such period; (iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.31.5; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not or otherwise subject itself to general taxation. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be required so to do. (c) registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 1.5 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)1.3. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If at any time following the commencement of the Shelf Registration Period, the Company shall receive from any Holder or the Holders holding not less than a majority of the Registrable Securities then outstanding a written request that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holders, the Company shallwill: (ia) promptly within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as reasonably practicable, effect such registration (a “S-3 Registration”) and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) calendar days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 5.2, (i) if Form S-3 is not available to the Company for such offering by the Holders; offering, (ii) if the Holders, together with aggregate proceeds from the holders sale of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price proposed to the public of less than be sold pursuant to a Form S-3 registration statement will not exceed $1,000,000; 10,000,000, (iii) if, the Company has effected two S-3 Registrations pursuant to this Section 5.2, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been effective for an aggregate of ninety (90) calendar days, or until all Registrable Securities covered thereby have been sold, if earlier), or (iv) if the Holders propose to dispose of Registrable Securities that could be disposed of in a single ordinary brokerage transaction under the quantity limitation of Rule 144. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 5.2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the Board’s good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 a registration statement to be effected at such timefiled in the near future, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under specified in this Section 2.35.2; provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice in any twelve (12) twelve-month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) . Registrations effected pursuant to this Section 2.3 5.2 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting5.1, they and in no event shall so advise the Company in the demand pursuant be required to Section 2.1(a)effect more than two (2) S-3 Registrations. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. Any Holder (aan “Initiating Form S-3 Holder”) may request, at any time, that the Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”) if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $5,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall receive from any Holder or Holders a request that use its best efforts to register under the Company effect a registration Securities Act on Form S-3 (or any similar short-form registration statement or successor form) at the earliest practicable date, for sale in accordance with respect to all or a part the method of disposition specified in the Registrable SecuritiesForm S-3 Demand, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed specified in such Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to be include in the prospectus included in any Registration Statement on Form S-3, such registration); and (ii) promptly effect such registration material describing the Company and all such qualifications and compliances as would permit or intended to facilitate the sale and distribution of securities being so registered as is reasonably requested for inclusion therein by the Registrable Securities specified in such requestInitiating Form S-3 Holders, together with whether or not the Registrable Securities rules applicable to preparation of any other Holder or Holders joining in such request by notice to Form S-3 require the Company given within thirty (30) days after receipt inclusion of such notice from information. Notwithstanding the Company. (b) Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Initiating Form S-3 Holders a certificate signed by the President or Chief Executive Officer and Chief Financial Officer of the Company stating that in the good faith judgment opinion of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timea Valid Business Reason exists, in which event the Company shall have the right to delay or defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.3Form S-3 Demand; provided, however, that such right to delay or defer a request Form S-3 Demand shall be exercised by the Company not more than twice once in any twelve (12) month period; (iv) if , the Company hasshall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists, within and during such time the twelve Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of any other Holders. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 1.2 hereof and Holders shall have the right to request an unlimited number of Form S-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to file more than one (121) month period preceding the date of such request, already effected three (3) registrations Registration Statement on Form S-3 for the Holders pursuant to this Section 2.3; or (v) 1.4 in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to dogiven six (6) month period. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shall: (ia) promptly (and in any event within fifteen (15) days after such written request is delivered) give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); (iii) if within fifteen (15) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company shall furnish gives notice to the such Holder or Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental Company’s intention to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for make a period of not more than thirty public offering within ninety (3090) days after receipt of the such written request of the from such Holder or Holders under this Section 2.3Holders, other than pursuant to a Special Registration Statement; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective during such period; provided, further, that such right Holders were permitted to delay a request shall register such shares as requested to be exercised registered pursuant to Section 2.2 hereof without reduction by the Company not more than twice in any twelve (12) month periodunderwriter thereof; (iv) if the Company has, within the twelve (12) month period preceding the date of such written request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise unless the Company is already qualified to do business or subject to service of process, as applicable, in such jurisdiction and except as may be required so to doby the Securities Act. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After Notwithstanding the foregoing obligations, if the Company furnishes to the Holder or Holders requesting a registration pursuant to this Section 2.3 a certificate signed by the Company's Initial Public Offering, ’s chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company will use commercially reasonable efforts and its stockholders for such registration statement to qualify either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request for registration of its shares of Common Stock on Form S-3S-3 referred to in Section 2.3 is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a Special Registration Statement.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder one or more Preferred Holders that, individually or together with such Preferred Holder’s affiliates, hold at least $10,000,000 of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable SecuritiesSecurities owned by such Preferred Holder(s), the Company shallagrees: (ia) to promptly give written notice of the proposed registration, and any related qualification or compliance, registration (the “S-3 Notice”) to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Preferred Holders, if any; and (iib) promptly as soon as practicable after receiving such a request, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the all or such portion of such Preferred Holder’s or Preferred Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders Preferred Holder(s) joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such notice from the S-3 Notice is given by the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any registration, qualification or compliance such registration pursuant to this Section 2.3: 8.4 (i) if Form S-3 is not available for such offering by the Holders; Preferred Holder(s); (ii) if the HoldersPreferred Holder(s), together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; ; (iii) if the Company shall furnish to the Holders Preferred Holder(s) a certificate signed by the President or Chief Executive Officer of the Company stating that it would be in the good faith judgment of the Board of Directors, it would be seriously underwriters materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed or to either become effective or remain effective for as long as such timeregistration statement otherwise would be required to remain effective, in which event because such action would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Act or 1934 Act, then the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty sixty (3060) days after receipt of the request of the Holder or Holders Preferred Holder(s) under this Section 2.38.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any twelve eighteen month period and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (1260) month period; day period (or such shorter period during which registration of the Preferred Holders’ Registrable Securities is defered pursuant to clauses 8.4(b)(iii)(x) through 8.4(b)(iii)(y), above), other than an Excluded Registration; or (iv) if the Company has, within the twelve has effected two (12) month period preceding the date of such request, already effected three (32) registrations on Form S-3 for the Holders (or its then equivalent) pursuant to this Section 2.3; or (v) in any particular jurisdiction in which 8.4 within the Company would be required to qualify to do business previous 12-month period and such registrations have been declared or to execute a general consent to service ordered effective and the sales of process in effecting Registrable Securities under such registration, qualification or compliance where it would not otherwise be required so to doregistration statement have closed. (c) Registrations effected pursuant to this Section 2.3 8.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwritingSections 8.2 or 8.3, they shall so advise the Company in the demand pursuant to Section 2.1(a)respectively. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If If, at any time after the Registration Withdrawal Date, the Company shall receive from any Holder one or more Holders a request or requests that the Company effect a registration on Form S-3 and any related blue sky or any similar short-form registration statement qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shall: (i) promptly : Within five days of the receipt thereof, give notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders Holders; and shall offer Cause, as soon as reasonably practicable, such Registrable Securities to include be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such proposed registration any Registrable Securities requested to be included in such proposed registration by jurisdictions as such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such may reasonable request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a request given within thirty (30) twenty days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, ; provided that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if : If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if ; If the Company shall furnish has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to this section 2.3 or section 2.4; If the Company furnishes to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) ninety days after receipt of the request of the Holder or Holders under this Section section 2.3; provided that the Company shall not utilize this right, together with its right under section 2.4(c), more than once in any twelve month period; provided, further, that the Company shall not register shares for its own account during such ninety day period unless the Holder can exercise its right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date registration of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3Registrable Securities under section 2.2; or (v) in or In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so compliance. Subject to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offeringforegoing, the Company will use commercially reasonable efforts shall file a registration statement covering the Registrable Securities and other securities so requested to qualify for be registered as soon as reasonably practicable after receipt of the registration request or requests of its shares of Common Stock on Form S-3the Holders.

Form S-3 Registration. (a) If From and after the Company shall receive from first anniversary of the Company’s Initial Offering, if any Holder or Holders a request of Registrable Securities requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement with respect to all or for a part public offering of the Registrable Securities, the Company shallshall use its reasonable best efforts to: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3:; (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public public, of less than $1,000,000; (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President or Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 90 days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request under this Section 2.3(b)(iv) shall be exercised by the Company not more than twice in any twelve (12) 12 month period;; or (ivv) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business 2.3 and both such registrations have been declared or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to doordered effective. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company In case Parent shall receive from any Holder Stockholder or Holders group of Stockholders a written request or requests that the Company Parent effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Stockholder or Stockholders (and such Stockholders initiating the request meet the requirements set forth in Section 3.3(b)), the Company shallParent will: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Stockholders; and (iib) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Stockholder's or Stockholders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Stockholder or Holders Stockholders joining in such request by notice to the Company as are specified in a written request given within thirty (30) fifteen days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained hereinParent; PROVIDED, the Company HOWEVER, that Parent shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: 3.2: (i1) if Form S-3 S-3, or any equivalent form, is not available for such offering by the Holders; Stockholder or Stockholders; (ii2) if the HoldersStockholder or Stockholders, together with the holders of any other securities of the Company Parent entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; 10,000,000; (iii3) if the Company Parent shall furnish to the Holders Stockholder or Stockholders a certificate signed by the President or Chief Executive Officer of the Company Parent stating that in the good faith judgment of the Board board of Directorsdirectors of Parent, it would be seriously detrimental to the Company and its stockholders have a material adverse effect on Parent for such Form S-3 registration Registration to be effected at such time, in which event the Company Parent shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) sixty days after receipt of the request of the Holder Stockholder or Holders Stockholders under this Section 2.33.2; providedPROVIDED, HOWEVER, that such Parent shall not utilize this right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; ; (iv4) if the Company Parent has, within the twelve (12) month period preceding the date of such request, already effected three (3) five registrations on Form S-3 for the Holders Cinergy or any Management Investor pursuant to this Section 2.33.2; or or (v5) in any particular jurisdiction in which the Company Parent would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docompliance. (c) Registrations effected Subject to the foregoing, Parent shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Stockholders. All expenses incurred in connection with a registration requested pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If 3.2, including, without limitation, all registration, filing, qualification, printer's and accounting fees and the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify fees and disbursements of one counsel for the registration of its shares of Common Stock on Form S-3selling Stockholders and counsel for Parent, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by Parent.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder or Holders of at least 10% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shall: (i) will promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing will, as soon as practicable and subject to the Company's notice within 30 days after delivery limitations of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registrationSection 1.4(c); and (ii) promptly , effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.4(a) and the Company shall include such information in the written notice referred to in Section 1.4(a). The underwriter will be selected by a majority in interest of the initiating Holders and shall be reasonably acceptable to the contrary contained hereinCompany. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.4, if the underwriter advises the initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the participating Holders of Registrable Securities in proportion (as nearly as practicable) to the number of such Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: 1.4(a): (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; 2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders holders of capital stock for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 120 days after receipt of the request of the Holder or Holders under this Section 2.31.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any twelve (12) -month period; ; (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to doSection 1.3. (cd) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwritingSections 1.2 or 1.3, they shall so advise the Company in the demand pursuant to Section 2.1(a)respectively. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If On or after the second anniversary of the Effective Date, if the Company shall receive receives from any the Holder or Holders a written request that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder, the Company shall: (i) promptly give notice will, as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any then outstanding Registrable Securities requested (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be included in such proposed registration by such Holders who respond in writing to the Company's notice declared effective within 30 days after delivery of such notice sixty (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (3060) days after receipt of it has been filed with the SEC) and to keep such notice from Shelf Registration continuously effective under the Company. Securities Act for up to one hundred eighty (b180) Notwithstanding anything to the contrary contained hereindays; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 6(c): (i) if Form S-3 is not available for such offering by the Holders; Holder; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose Holder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holders Holder a certificate signed by the President or Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.36(c); provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docompliance. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,0005,000,000; (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would reasonably be seriously expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any financing, sale, acquisition of assets or stock (other than in the ordinary course of business); any merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company and its stockholders subsidiaries; or render the Company unable to comply with the requirements under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder, for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty one hundred twenty (30120) days after receipt of the request of the Holder or Holders under this Section 2.32.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.32.4; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docompliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)2.2. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If Request for a Form S-3 Registration. The Company will use its commercially reasonable efforts to file all required reports under the Exchange Act in order to qualify for the use of Form S-3 under the Securities Act; provided, that this covenant shall not require the Company to remain a reporting company under the Exchange Act if the Company shall have determined to enter into a merger, acquisition, going private transaction or similar transaction. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from any Holder one or Holders more of the HWP Stockholders, acting through HWH Capital Partners or its written designee (the "S-3 Initiating Holders"), a written request that the Company effect a registration register, under the Securities Act on Form S-3 (or any similar short-successor form registration statement with respect to then in effect) (an "S-3 Registration"), all or a part portion of the Registrable SecuritiesSecurities owned by such S-3 Initiating Holders, the Company shall: (i) promptly shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least ten (10) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration, registration and any related qualification or compliance, offer such Designated Holders the opportunity to all other Holders and shall offer to include in such proposed registration any register the number of Registrable Securities requested to be included in as each such proposed registration by such Holders who respond Designated Holder may request in writing to the Company's notice , given within 30 ten (10) days after delivery their receipt from the Company of the written notice of such notice registration. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (which response shall specify the number of Registrable Securities proposed to be included i) include in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with offering the Registrable Securities of any other Holder or the S-3 Initiating Holders joining and the Designated Holders (who have requested in writing to participate in such request by notice registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to the Company given within thirty (30) days after receipt of cause such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect any registration, qualification or compliance registration pursuant to this Section 2.3: (i5(a) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities become and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to doremain effective as soon as practicable. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company shall receive receives from any Holder or Holders the Investor a written request that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable SecuritiesS-3, the Company shall: will (i) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (ii) promptly effect as soon as practicable, file such registration and all such qualifications and compliances as would permit or facilitate for the sale and distribution of all or such portion of the Investor’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall will not be obligated to effect any registration, qualification or compliance such registration pursuant to this Section 2.3: 10(b): (iA) if Form S-3 is not then available for such offering by the Holders; ; (iiB) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; 5,000,000; (iiiC) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it Directors determines that the filing of a registration statement at such time would be seriously detrimental to the Company and its stockholders due to the pendency of a material acquisition or financing or for such Form S-3 registration to be effected at such timeother reasonable cause, in which event the Company shall will have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 180 days after receipt of the request of the Holder or Holders under this Section 2.310(b); provided, however, that such right to delay a request shall be exercised by the Company will not utilize this deferral right more than twice once in any twelve 12 month period and provided further that the Company will not register any securities for the account of itself or any other equity holder during such 180 day period (12) month period; other than a registration relating solely to the sale of securities to bona fide employees of the Company pursuant to an equity incentive plan, equity purchase or similar plan); (ivD) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.310(b); or or (vE) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where compliance. Subject to the foregoing, the Company will file a registration statement on Form S-3 covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. If the Investor intends to distribute the Registrable Securities covered by its request for registration by means of an underwriting, it would not otherwise be required will so to do. (c) Registrations effected advise the Company as part of their request made pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d2.10(b) After the Company's Initial Public Offering, and the Company will use commercially reasonable efforts include such information in the written notice referred to qualify for the registration of its shares of Common Stock on Form S-3in clause (i) above.

Form S-3 Registration. (a) If Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 or any successor form thereto under the Securities Act in connection with a secondary public offering of its equity securities, in lieu of a Demand Registration, in the event that the Company shall receive from any Holder or Holders the 25% Designated Stockholders (collectively, the “S-3 Initiating Holders”) a written request that the Company effect a registration register under the Securities Act on Form S-3 or any similar short-successor form registration statement with respect to then in effect (an “S-3 Registration”) the sale of all or a part portion of the Registrable SecuritiesSecurities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act (or any successor rule or regulation)), the Company shall: (i) promptly shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) as promptly as practicable but in no event later than ten (10) days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any related qualification or compliance, to all other Holders and shall offer information that at the time would be appropriate to include in such proposed registration any notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities requested to be included in as each such proposed registration by such Holders who respond Designated Stockholder may request in writing to the Company's , given within ten (10) days of the date on which the Company sent the written notice within 30 days after delivery of such notice (which response registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall specify state the number amount of the Registrable Securities proposed to be included sold and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with offering the Registrable Securities of any other Holder or the S-3 Initiating Holders joining and the Designated Stockholders who have requested in writing to participate in such request by notice to registration on the Company given within thirty same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained hereincollectively, the Company shall not be obligated “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to effect any registration, qualification or compliance cause such registration pursuant to this Section 2.3: 5(a) to become and remain effective as soon as practicable, but in no event later than ninety (i90) if Form S-3 is days after it receives a request therefor and not available for such offering by earlier than 90 days after the Holders; (ii) if the Holders, together with the holders effective date of any other securities Registration Statement of the Company entitled (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to inclusion be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any S-3 Participating Stockholder finds acceptable, such S-3 Participating Stockholder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3offering; provided, that such right to delay a request shall be exercised withdrawal by the Company not more than twice in any twelve (12) month period; (iv) Majority S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the Majority S-3 Initiating Holders request, and if the Company hasis a Well-Known Seasoned Issuer, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would shall cause such S-3 Registration to be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities made pursuant to an underwriting, they shall so advise Automatic Shelf Registration Statement and may omit the Company in names of the demand pursuant S-3 Participating Stockholders and the amount of the Registrable Securities to Section 2.1(a)be offered thereunder. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (ai) If After the Company’s Initial Public Offering, the Company shall receive from use its best efforts to qualify and remain qualified to register securities on Form S-3 (or any Holder or Holders a request that successor form) under the Securities Act. So long as the Company effect a is qualified to register securities on Form S-3 (or any successor form), any Significant Stockholder (collectively, the “S-3 Stockholders”) shall have the right to request on any number of occasions registration on Form S-3 (or any similar short-form registration statement with respect to all or a part of successor form) for the Registrable SecuritiesSecurities having anticipated gross proceeds of at least at $500,000 held by such S-3 Stockholders, including registrations for the sale of such Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act; provided, however, that the Company will only be required to file two (2) such Form S-3 registrations in any twelve (12) month period (a “Form S-3 Registration”). Notwithstanding the foregoing, (A) if the Board of Directors determines in good faith that any such registration would be materially detrimental to the Company, the Company shall: may defer such registration for no more than ninety (i90) promptly give notice of the proposed registrationdays in any twelve (12) month period, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (iiB) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect such a registration during any registrationperiod beginning sixty (60) days prior to the estimated filing date and ending one hundred and eighty (180) days after the effective date of any registration statement under the Securities Act registering the offer and sale of shares of Common Stock by the Company (other than a registration statement on Form S-4 or Form S-8, qualification to which this clause (B) shall not apply). (ii) Following a request pursuant to Section 2.1(b)(i) above, the Company will notify all of the Holders who would be entitled to notice of a proposed registration under Section 2.2 below and any other holder of piggyback registration rights of its receipt of such notification from an S-3 Stockholder(s). Upon the written request of any such Holder or compliance other holder of the Company’s Securities delivered to the Company within twenty (20) days after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering, in which case the rights of such Holders shall be as set forth in Section 2.2 below (in which case the registration shall not count as of the S-3 Stockholders’ permitted Form S-3 Registration hereunder), or (ii) use its best efforts to cause such of the Registrable Securities as may be requested by any Holders and any other holders of piggyback registration rights to be registered under the Securities Act in accordance with the terms of this Section 2.1(b). If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Securities in the underwritten public offering to the extent provided herein. (iii) If a requested registration pursuant to this Section 2.3: (i2.1(b) if Form S-3 is not available for involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, provided that the shares to be excluded shall be determined in the following sequence (i.e., the shares listed first will be excluded first): (1) first, shares of Common Stock held by any other Persons (other than the Holders of Registrable Securities) having a contractual, piggyback right to include such securities in the registration statement, (2) second, shares sought to be registered by the Holders; Company and (ii3) if third, Registrable Securities of Holders (based upon the Holders, together with the holders respective number of any other securities of the Company entitled Registrable Securities requested by each Holder to inclusion be included in such registration, propose to sell ). If there is a reduction of the number of Registrable Securities and pursuant to clause (3), such other securities reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Registrable Securities held by each such Holder (calculated in accordance with Section 1.2 above)), and, if any) at an aggregate price to the public number of less than $1,000,000;Holders’ Registrable Shares included in such registration is reduced by 25% or more of the number requested for registration, the registration shall not count as the S-3 Stockholders’ permitted Form S-3 Registration hereunder. (iiiiv) if the The Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer may postpone the filing of the Form S-3 any registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders required under this Section 2.3; provided2.1(b) for a reasonable period of time, that such right not to delay a request shall be exercised by exceed ninety (90) days in the Company not more than twice in aggregate during any twelve (12) month period; (iv) , if the Company has, within has been advised by legal counsel that such filing would require a special audit or the twelve (12) month period preceding disclosure of a material impending transaction or other matter and Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the date of such request, already effected three (3) registrations on Form S-3 for the Holders Company. The Company shall not be required to cause a registration statement requested pursuant to this Section 2.3; or 2.1(b) to become effective prior to one hundred eighty (v180) in any particular jurisdiction in which days following the effective date of a registration statement initiated by the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands if the request for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise has been received by the Company in subsequent to the demand pursuant to Section 2.1(a). (d) After giving of written notice by the Company's Initial Public Offering, made in good faith, to the S-3 Stockholders that the Company will is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule under the Securities Act is applicable); provided, however, that the Company shall use commercially reasonable its best efforts to qualify for the registration of its shares of Common Stock on Form S-3achieve such effectiveness promptly following such period.

Form S-3 Registration. Subject always to the terms and limitations set forth in this Agreement, the Purchaser will file as promptly as possible after it is eligible to do so (aand in no event later than 5 November, 2000) If the Company shall receive from any Holder or Holders a request that the Company effect a registration statement on Form S-3 or any similar short-form registration statement with respect to all or a part (the "Shelf Registration Statement") covering 100% of the Registrable Securities, Shares comprising the Company shall: Consideration Stock (iless any shares registered pursuant to said piggy back registration rights set forth in clause 5.1 above) promptly give notice of the proposed registration, shares of the Consideration Stock and any related qualification or compliance, thereafter shall use its best efforts to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested cause the Shelf Registration Statement to be included in declared effective as soon as practicable following such proposed registration by filing and to maintain such Holders who respond in writing to effectiveness until the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution one year anniversary of the Registrable Securities specified in such requestdate hereof; provided, together with however, that the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company Purchaser shall have the right to defer prohibit the filing sale of shares of the Form S-3 registration statement Consideration Stock pursuant to the Shelf Registration Statement, upon notice to the Shareholders (A) if in the opinion of counsel for a the Purchaser, the Purchaser would thereby be required to disclose information not otherwise then required by law to be publicly disclosed, provided that the Purchaser shall use its best efforts to minimize the period of not more than thirty time in which it shall prohibit the sale of any shares of its common stock pursuant to this clause (30) A), which shall in no event exceed 45 days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve one-year period; or (12B) month period; (iv) if during the Company has, within period starting with the twelve (12) month period preceding date 10 days prior to the Purchaser's estimate of the date of such requestfiling of, already effected three (3) registrations and ending on Form S-3 for a date 90 days after the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction effective date of, a registration in which the Company would Shareholders are entitled to participate in accordance with clause 5 hereof, or such longer post-effective periods as may be reasonably required by the underwriter or underwriters if such offering is underwritten. Subject to qualify the terms of this Agreement if the Purchaser is not eligible to do business or to execute a general consent to service of process in effecting such registrationfile an S-3 Registration Statement by November 5, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering2000, the Company will use commercially reasonable efforts Shareholders may require the Purchaser to qualify for file an S-1 Registration Statement to register 100% of the registration of its shares of Common Consideration Stock on Form S-3which has not already been registered.

Form S-3 Registration. Any Holder (aan “Initiating Form S-3 Holder”) may request at any time that the Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”) if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $5,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall receive from any Holder or Holders a request that use its best efforts to register under the Company effect a registration Securities Act on Form S-3 (or any similar short-form registration statement or successor form) at the earliest practicable date, for sale in accordance with respect to all or a part the method of disposition specified in the Registrable SecuritiesForm S-3 Demand, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed specified in such Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to be include in the prospectus included in any Registration Statement on Form S-3, such registration); and (ii) promptly effect such registration material describing the Company and all such qualifications and compliances as would permit or intended to facilitate the sale and distribution of securities being so registered as is reasonably requested for inclusion therein by the Registrable Securities specified in such requestInitiating Form S-3 Holders, together with whether or not the Registrable Securities rules applicable to preparation of any other Holder or Holders joining in such request by notice to Form S-3 require the Company given within thirty (30) days after receipt inclusion of such notice from information. Notwithstanding the Company. (b) Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Initiating Form S-3 Holders a certificate signed by the President or Chief Executive Officer and Chief Financial Officer of the Company stating that in the good faith judgment opinion of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timea Valid Business Reason exists, in which event the Company shall have the right to delay or defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.3Form S-3 Demand; provided, however, that such right to delay or defer a request Form S-3 Demand shall be exercised by the Company not more than twice once in any twelve (12) month period; (iv) if , the Company hasshall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists, within and during such time the twelve Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of any other Holders. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 1.2 hereof and Holders shall have the right to request an unlimited number of Form S-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to file more than one (121) month period preceding the date of such request, already effected three (3) registrations Registration Statement on Form S-3 for the Holders pursuant to this Section 2.3; or (v) 1.4 in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to dogiven six (6) month period. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If Subject to the conditions of this Section 2.3 and after the Company shall receive has completed its Initial Offering, in the event the Company receives from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable, use its reasonable commercial efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty twenty (3020) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the HoldersHolders or if the Company is not eligible to use such form; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Chairman of the Board of Directors of the Company stating that that, in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty sixty (3060) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period;; or (iv) if after the Company has, within the twelve has effected two (122) month period preceding the date of such request, already effected three registrations for Investors pursuant to this Section 2.3 and two (32) such registrations on Form S-3 for the Holders Common Stockholders and Spirit, collectively, pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business , and such registrations have been declared or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to doordered effective. (c) Registrations effected pursuant Subject to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offeringforegoing, the Company will use commercially reasonable efforts shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to qualify for be registered as soon as practicable after receipt of the registration request or requests of its shares of Common Stock on Form S-3the Holders.

Form S-3 Registration. (a) If the Company shall receive from any Holder or Holders receives a request from one or more Holders of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable SecuritiesSecurities owned by such Initiating Holders, then the Company shall: (ia) promptly within ten (10) calendar days after the date such request is given, give notice of the proposed registration, and any related qualification or compliance, registration to all Holders other than the Initiating Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to (the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration“S-3 Notice”); and (iib) promptly as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice as are specified in a request given to the Company given within thirty fifteen (3015) calendar days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained hereinS-3 Notice is given; provided, however, that the Company shall not be obligated to effect any registration, qualification or compliance such registration pursuant to this Section 2.3: 2.3 (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (without regard to Selling Expenses) of less than $1,000,000; ; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that in the good good-faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty sixty (3060) calendar days after receipt of the request of the Holder or Initiating Holders under this Section 2.3; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice once in any twelve (12) month period; ; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than pursuant to a registration relating to the sale of securities to employees of the Company pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or or (v) in any particular jurisdiction in which during the Company would be required to qualify to do business or to execute period ending one hundred eighty (180) calendar days after the effective date of a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to doregistration made under Section 2.2 hereof. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder a Major Investor (as defined below) a written request or Holders a request requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Major Investor, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Major Investor’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,0005,000,000; (iii) during the period that is 30 days before the Company’s good faith estimate of the filing of a Company-initiated registration statement (other than a Special Registration Statement) pertaining to a public offering and ending on the date 90 days following the effective date of such Company-initiated registration statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if the Company shall furnish to the Holders Major Investor a certificate signed by the President or Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 90 days after receipt of the request of the Holder or Holders such Major Investor under this Section 2.32.4; provided, provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) 12 month period; (ivv) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.32.4; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docompliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.12.2. If the initiating Holders intend to distribute Registrable Securities All Registration Expenses incurred in connection with registrations requested pursuant to an underwriting, they this Section 2.4 after the first two registrations have been declared effective shall so advise be paid by the Company selling Holders pro rata in proportion to the demand pursuant number of shares to Section 2.1(a)be sold by each such Holder in any such registration. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder Preferred Holders of the Registrable Securities then outstanding a written request or Holders a request requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such holder or holders, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Preferred Holders; and (iib) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Preferred Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Preferred Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: 2.4: (i) if Form S-3 is not available for such offering by the Preferred Holders; ; (ii) if the Preferred Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; 500,000; (iii) if the Company shall furnish to the Preferred Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 90 days after receipt of the request of the Holder or Preferred Holders under this Section 2.32.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any twelve (12) month period; ; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders such holders pursuant to this Section 2.32.4 or within six (6) months of the effective date of another registration; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to doSection 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Preferred Holders. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwritingSections 2.2 or 2.3, they shall so advise the Company in the demand pursuant to Section 2.1(a)respectively. (d) After If the Company's Initial Public Offeringregistration is to be underwritten, the underwriter will be selected by the Company will use commercially reasonable efforts subject to qualify for the registration prior written consent of its shares a majority of Common Stock on Form S-3the holders of the then outstanding Registrable Securities proposed to be included in such registration, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required if the Company selects a nationally recognized underwriter in the United States with demonstrable, pharmaceutical and/or biotechnology industry-specific expertise and experience.

Form S-3 Registration. (ai) If After the Company IPO, the Corporation shall use its commercially reasonable efforts to qualify for registration on Form S-3. After the Corporation has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section II and subject to the conditions set forth in this Section 2.1(b), if the Corporation shall receive from any a Holder or Holders of outstanding Registrable Securities a written request that the Company Corporation effect a any registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: Securities (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and such request shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify state the number of Registrable Securities proposed to be included in disposed of and the intended methods of disposition of such registrationRegistrable Securities by such Holder or Holders), the Corporation shall: (A) promptly give written notice of the proposed registration to all other Holders; and (iiB) promptly use its commercially reasonable efforts to, as soon as reasonably practicable, file a Form S-3 (subject to Section 2.1(b)(iv)) and effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable Blue Sky or other state securities laws, and all such qualifications appropriate compliance with the Securities Act), which Form S-3 shall be filed pursuant to Rule 415 promulgated under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis (“Rule 415”) if the Corporation is eligible to conduct offerings of securities on a continuous or delayed basis pursuant to Rule 415, and compliances as would to permit or facilitate the sale and distribution of the all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by notice to the Company given Corporation within thirty ten (3010) days after receipt of such written notice from the CompanyCorporation is mailed or delivered. (bii) Notwithstanding anything to the contrary contained herein, the Company The Corporation shall not be obligated to effect effect, or take any registrationaction to effect, qualification or compliance any such registration pursuant to this Section 2.3:2.1(b): (iA) if Form S-3 is not available for such offering by In the Holders;circumstances described in either Sections 2.1(a)(ii)(B) or 2.1(a)(ii)(C); or (iiB) If, in the prior twelve (12)-month period, the Corporation has effected two registrations pursuant to this Section 2.1(b); provided, however, that if neither such registration included any Registrable Securities held by a KKR Holder, the Holders, together with the holders of any other securities of the Company entitled KKR Holders shall collectively be permitted to inclusion request one (1) additional registration in such registration, propose twelve (12)-month period pursuant to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000;this Section 2.1(b). (iii) if the Company shall furnish Notwithstanding anything contained herein to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directorscontrary, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 2.1(b) shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (div) After The Corporation shall effect any requested registration under this Section 2.1(b) using an Automatic Shelf Registration Statement if it is a WKSI. (v) Requests for Underwritten Shelf Take-Downs. (A) If a registration statement has been filed pursuant to this Section 2.1(b) and is effective, then each of the Company's Initial Public OfferingHolders may from time to time initiate a take-down underwritten offering from such registration statement (an “Underwritten Shelf Take-Down”) by delivering a notice to the Corporation (a “Take-Down Notice”) stating that it intends to effect an Underwritten Shelf Take-Down that is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000 and that such Underwritten Shelf Take-Down shall be subject to compliance with the requirements of this Section 2.1(b)(v). The Take-Down Notice shall indicate whether such Underwritten Shelf Take-Down will involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least two days (a “Marketed Underwritten Shelf Take-Down”). Any Underwritten Shelf Take-Down shall be deemed to be an effected registration for purposes of Section 2.1(b)(ii)(B). (B) In connection with any Underwritten Shelf Take-Down, the Company will use commercially reasonable efforts initiating Holder shall also deliver the Take-Down Notice to qualify all other Holders of Registrable Securities included on such Shelf Registration Statement (each, a “Shelf Holder”) as far in advance of the completion of such Underwritten Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Underwritten Shelf Take-Down and permit each such Shelf Holder to include its Registrable Securities included on such Shelf Registration Statement in the Underwritten Shelf Take-Down if such Shelf Holder notifies the initiating Holder and the Corporation within five (5) days after delivery of the Take-Down Notice to such Shelf Holder (in connection with any Marketed Underwritten Shelf Take-Down) or within three (3) days after delivery of the Take-Down Notice to such Shelf Holder (in connection with any non-Marketed Underwritten Shelf Take-Down, including any Underwritten Shelf Take-Down that is structured as a “block” trade). Each such Take-Down Notice shall set forth (1) the total number of Registrable Securities expected to be offered and sold in such Underwritten Shelf Take-Down, (2) the expected plan of distribution of such Underwritten Shelf Take-Down, (3) an invitation to each other Shelf Holder to elect (such other Shelf Holders who make such an election being “Underwritten Shelf Take-Down Participating Holders”) to include in the Underwritten Shelf Take-Down Registrable Securities held by such Underwritten Shelf Take-Down Participating Holder (on the terms set forth in this Section 2.1(b)(v) and (4) the action or actions required (including the expected timing thereof) in connection with such Underwritten Shelf Take-Down with respect to each such other Shelf Holder that elects to exercise such right (including the delivery of one or more certificates representing Registrable Securities of such other Shelf Holder to be sold in such Underwritten Shelf Take-Down). Upon delivery of such Take-Down Notice, each such other Shelf Holder may elect to sell Registrable Securities in such Underwritten Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the registration Registrable Securities as agreed to by such initiating Holder, by sending a written notice (an “Underwritten Shelf Take-Down Participation Notice”) to such initiating Holder and the Corporation within the time period specified in such Take-Down Notice, indicating such other Xxxxx Xxxxxx’s election to sell up to the number of its shares Registrable Securities in the Underwritten Shelf Take-Down specified by such other Shelf Holder in such Underwritten Shelf Take-Down Participation Notice (on the terms set forth in this Section 2.1(b)(v)). Notwithstanding the delivery of Common Stock on Form S-3any Take-Down Notice, subject to Section 2.1(c), all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the sole discretion of the initiating Holder. With respect to such Underwritten Shelf Take-Down, the Corporation shall, if so requested by such initiating Holder, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Corporation shall, together with all Shelf Holders that are permitted to distribute their securities through such Underwritten Shelf Take-Down, enter into an underwriting agreement in customary form with the underwriter or underwriters selected in accordance with Section 2.1(e).

Form S-3 Registration. (a) If the Company shall receive receives from any Holder or Holders of the lesser of (i) at least 20% of the outstanding Registrable Securities or (ii) outstanding Registrable Securities having a market value at the time of such request of at least $40,000,000 (market value being the average of the closing stock price of Company Common Stock during the ten trading days prior to such request) in either case a written request that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders of the receipt of a request for registration pursuant to this Section 2.3 and shall offer provide a reasonable opportunity for all such other Holders to include participate in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (iib) promptly effect prepare and file a registration statement covering such registration Registrable Securities and all or such qualifications and compliances as would permit or facilitate the sale and distribution portion of the Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders Holder(s) joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of the date the Company gave such notice from the Company. (b) Notwithstanding anything to the contrary contained hereinwritten notice; provided, however, that the Company shall not be obligated to file or effect any registration, qualification or compliance such registration pursuant to this Section 2.3: 2.3 (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; ; (iii) within one hundred eighty (180) days following the effective date of a registration statement filed by the Company pursuant to a request by any of the Holders under this Agreement, (iv) prior to one hundred eighty (180) days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), or (v) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be filed or effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 90 days after receipt of the Holders' request of the Holder or Holders was given under this Section 2.3; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any twelve (12) month period;. In the event the underwriters determine that market factors require a limitation on the number of shares to be underwritten pursuant to a registration effected under this Section 2.3, then shares shall be excluded from such registration and underwriting pursuant to the method described in Section 2.1(b). (ivc) if bear and pay all expenses, incident to the Company has, within the twelve (12) month period preceding the date Company's performance of such request, already effected three (3) registrations on Form S-3 for the Holders or compliance with its obligation under this Agreement in connection with any registration requested pursuant to this Section 2.3; or , including (vwithout limitation) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such all registration, qualification filing, qualification, printer's and accounting fees relating or compliance where it would not otherwise be required so apportionable thereto and the fees and disbursements of one counsel for the selling Holders them). The Holders including Registrable Securities in such registration statement shall bear all underwriters' discounts and commissions, if any, in respect of the Registrable Securities pro rata in proportion to do. (c) the number of Registrable Securities being sold by each Holder. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder CPRIT a written request or Holders a request requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by CPRIT, the Company shall: (i) promptly (and in any event within fifteen (15) days after such written request is delivered) give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (ii) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of CPRIT’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3:2(b): (i1) if Form S-3 is not available for such offering by the HoldersCPRIT; (ii2) if the HoldersCPRIT, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); (iii3) if within fifteen (15) days of receipt of a written request from CPRIT pursuant to this Section 2(b), the Company shall furnish gives notice to the Holders a certificate signed by the President or Chief Executive Officer such CPRIT of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental Company’s intention to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for make a period of not more than thirty public offering within ninety (3090) days after receipt of such written request from CPRIT, other than pursuant to a Special Registration Statement; provided that the request of the Holder or Holders under this Section 2.3Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective during such period; provided, further, that such right Holders were permitted to delay a request shall register such shares as requested to be exercised registered pursuant to Section 2(a) hereof without reduction by the Company not more than twice in any twelve (12) month periodunderwriter thereof; (iv4) if the Company has, within the twelve (12) month period preceding the date of such written request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.3; orHolders; (v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise unless the Company is already qualified to do business or subject to service of process, as applicable, in such jurisdiction and except as may be required so to do.by the Securities Act; 6) if CPRIT Registrable Securities constitute less than 10% of the outstanding shares of Common Stock of the Company (c) Registrations effected calculated as of the date of the registration pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If 2(b)); or 7) if CPRIT could sell all of the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)Shares without any limitations under Rule 144. (diii) After Subject to the Company's Initial Public Offeringforegoing, the Company will use commercially reasonable efforts shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to qualify be registered as soon as practicable after receipt of the requests of the Holders. (iv) Notwithstanding the foregoing obligations, if the Company furnishes to CPRIT a registration pursuant to this Section 2(b) a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request for registration of its shares of Common Stock on Form S-3S-3 referred to in this Section 2(b) is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a Special Registration Statement.

Form S-3 Registration. (a) If the Company shall receive from any Holder holder or Holders holders of Restricted Stock a written request or requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all Restricted Stock owned by such holder or a part holders, the reasonably anticipated aggregate price to the public of the Registrable Securitieswhich would exceed $1,000,000, the Company shallwill: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery holders of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Covered Stock; and (ii) promptly as soon as is reasonably practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of the Registrable Securities all or such portion of such holder's or holders' Restricted Stock as is specified in such request, together with all or such portion of the Registrable Securities Covered Stock of any other Holder holder or Holders holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 30 days after receipt of such written notice from the Company; provided, however that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 5 (A) more than once in any 180-day period, or (B) if the Company is not entitled to use Form S-3; and provided, further, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. Subject to the foregoing, the Company shall file a registration statement covering the Covered Stock so requested to be registered as soon as is reasonably practicable after receipt of the request or requests of the holders of the Restricted Stock. (b) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect any registrationregister Restricted Stock (and, qualification or compliance to the extent specified in notices by the holders of Schedule II Common Shares in accordance with the provisions of paragraph (a)(ii) above, Schedule II Common Shares) pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations 5 on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to dotwo occasions only. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If Within the Company shall receive from any Holder or Holders a request that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities time periods specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained hereinSection 1.1(b), the Company shall not file with the Securities and Exchange Commission (the "SEC") a shelf registration statement ("Registration Statement") and related prospectus ("Prospectus") that complies in all material respects with applicable SEC rules providing for registration under the Securities Act of the offer and sale by the Investors of the total number of Registrable Shares (i) that have been issued to the Investors pursuant to the Contribution Agreement and (ii) that the Investors would own if they were to exchange all Units issued to them. The Company shall (subject to Section 1.6 hereof) use its reasonable best efforts to cause the Registration Statement to be obligated declared effective by the SEC as soon as practicable after filing. The Company agrees to effect any registration, qualification or compliance use its reasonable efforts to keep the Registration Statement with respect to the Registrable Shares filed pursuant to this Section 2.3: SECTION 1.1 continuously effective for a period expiring on the earlier of (i) if Form S-3 is not available for such offering the date on which all of the Registrable Shares covered by the Holders; Registration Statement have been sold pursuant thereto and (ii) if the Holders, together with the holders of any other securities of the date on which (A) all Registrable Shares (and all Company entitled to inclusion in Shares that such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall Investors have the right to defer the filing obtain in exchange for Units) held by Investors who are not affiliates of the Form S-3 registration statement Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Investors, are eligible for sale pursuant to Rule 144(k) under the Securities Act and (B) all Registrable Shares held by each Investor who is an affiliate of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Investor, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold within a period of not more than thirty (30three months in accordance with the volume limitations contained in Rule 144(e)(l)(i) days after receipt of under the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to doSecurities Act. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If Subject to the conditions of this Section 1.12, if the Company shall receive from any Holder or at least thirty percent (30%) of the Holders of the Registrable Securities then outstanding a written request that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder(s), then the Company shall: shall (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer (b) use its best efforts to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) calendar days after receipt of such notice from the date the Company’s notice referred to in clause (a) of this sentence is given. (b) Notwithstanding anything If the Holders requesting registration pursuant to this Section 1.12 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.12 and the Company shall include such information in the written notice referred to in clause (a) of Section 1.12(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Holders requesting registration. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the contrary contained extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the Holders requesting registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Holders requesting registration shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders electing to include shares in the underwriting, including the Holders requesting registration, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by each such Holder to be included in such underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holder(s) requesting a registration pursuant to this Section 1.12 a certificate signed by the Company’s President stating that, in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) calendar days after the date the request of the Holder(s) requesting a registration pursuant to this Section 1.12 is given; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period. (d) In addition, the Company shall not be obligated to effect effect, or to take any registrationaction to effect, qualification or compliance any registration pursuant to this Section 2.31.12: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three one (31) registrations registration on Form S-3 for the Holders pursuant to this Section 2.31.12; (iv) during the period starting with the date sixty (60) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account to which Section 1.3 applies; provided that the Company is actively employing its best efforts to cause such registration statement to be effective; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise unless the Company is already subject to service in such jurisdiction and except as may be required so to doby the Act. (ce) For a maximum of five (5) registrations pursuant to this Section 1.12, all expenses incurred in connection with a registration requested pursuant to this Section 1.12 (other than underwriting discounts and commissions but including the reasonable and customary fees and disbursements of one counsel for the Holders), including (without limitation) all registration, filing, and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 1.12 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of at least a majority of the Registrable Securities agree to forfeit their right to one (1) registration pursuant to this Section 1.12; provided further, however, that if, at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one (1) registration pursuant to Section 1.12. Registrations effected pursuant to this Section 2.3 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting1.2 or 1.3, they shall so advise the Company in the demand pursuant to Section 2.1(a)respectively. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If After its Initial Public Offering, in case the Company shall receive from any Holder or Holders of Preferred Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Preferred Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (ia) promptly within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any of Preferred Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holders’ Preferred Registrable Securities as are specified in such request, together with all or such portion of the Preferred Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) calendar days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4 in the event of any of the following: (i) if the Company has previously effected two (2) registrations pursuant to this Section 2.4 in the calendar year in which such request is made, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been continuously effective for one hundred eighty (180) calendar days, or until all Preferred Registrable Securities covered thereby have been sold, if earlier); (ii) if Form S-3 is not available to the Company for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000;offering; or (iii) if the Company shall furnish aggregate proceeds from the sale of Preferred Registrable Securities proposed to be sold pursuant to a Form S-3 will not exceed US$1,000,000. Subject to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directorsforegoing, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the file a Form S-3 registration statement for a period of not more than thirty (30) days covering the Preferred Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request requests of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Holders. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting2.2(a), they shall so advise the Company in the demand pursuant to Section 2.1(a)2.2(b) or Section 2.3, respectively. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holders (which amount of Registrable Securities shall have a fair market value of at least $500,000 in the aggregate, based upon the last sales price of the Common on a national exchange or over-the-counter market, as applicable, on the day immediately preceding the date of such request), the Company shall: will (i) promptly give notice of the proposed registration, and any related qualification or compliance, registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly as soon as practicable, use its reasonable best efforts to effect the registration of all or such registration and all portion of such qualifications and compliances as would permit or facilitate the sale and distribution of the Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty ten (3010) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any registration, qualification or compliance such registration pursuant to this Section 2.3: 2.4: (iw) if Form S-3 is not available for such offering by the Holders; ; (iix) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (after deduction of any underwriters’ discounts or commissions) of less than $1,000,000; 500,000; (iiiy) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) such registration on Form S-3 for the Holders pursuant to this Section 2.4; or (z) if the Company shall furnish to the initiating Holders a certificate signed by the President or Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.3; provided2.4. (b) Subject to the foregoing, that such right to delay a request shall be exercised by the Company not more than twice shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable (and in any twelve event within forty-five (1245) month period; (ivdays) if after receipt of the Company has, within request or requests of the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to doHolders. (c) Registrations effected No registration requested by any Holder pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected deemed a Demand Registration pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)2.2. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) Request for S-3 Registration. If one or more Holders who in the Company shall receive from any Holder aggregate hold at least a majority of the Registrable Securities (together, the "Requestor") submits a written request (an "S-3 Notice") or Holders a request requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, then (if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $1,000,000) the Company shall: (i) promptly within five days after receipt of such S-3 Notice, give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (ii) promptly as soon as practicable, use diligent efforts to effect such registration as may be so requested and all such qualifications and compliances as would permit or facilitate the sale and distribution of the all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in written requests received by notice to the Company given within thirty (30) 20 days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, date the Company shall not be obligated mails the written notice referred to effect any registration, qualification or compliance pursuant to this Section 2.3: in clause (i) if Form S-3 is not available for such offering by above. Notwithstanding the Holders; (ii) if the Holdersforegoing, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders Requestor a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directorsthe Company, it would be seriously detrimental to the Company and or its stockholders for such Form S-3 a registration statement to be effected at filed on or before the date filing would be required in connection with any Demand Registration and it is therefore advisable to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing or delay its effectiveness for a reasonable period not to exceed 90 days provided that such right shall not be exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding any other provision of this Section 2.04, if the filing managing underwriter of any underwritten offering effected pursuant to this Section 2.04 determines that market factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration. The Company shall so advise all Holders distributing Registrable Securities through such underwriting, and there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, Registrable Securities allocated in proportion, as nearly as practicable, to the respective amounts of Registrable Securities required to be included (determined without regard to any requirement of a request to be included in such registration) in such registration, held by all Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the number of shares allocated to any Holder may be rounded to the nearest 100 shares. Notwithstanding any other provision of this Section 2.04, the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.04 if Form S-3 is not available for such offering by the Holders or within three months of any previous Form S-3 registration effectuated hereunder. (b) Subject to the foregoing, the Company shall file a registration statement for a period of not more than thirty (30) days covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Holders. Registrations effected pursuant to this Section 2.3 2.04 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)Sections 2.02. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If Notwithstanding the Company provisions of Sections 2.1, and 2.2, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, in case the Corporation shall receive from any Holder the BlackRock Members or Holders the Highfields Members a written request or requests that the Company Corporation effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration held by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice Sponsor Members, which request shall (which response shall a) specify the number of Registrable Securities proposed intended to be included in such registration); and sold or disposed of and the holders thereof and (iib) promptly the intended method of distribution, including the name of the lead underwriter, if available, the Corporation will use its commercially reasonable efforts to effect such registration as may be so requested and all such qualifications and compliances as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request; provided, together with however, that the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose requesting stockholder proposes to sell Registrable Securities and such other securities (if any) at an that would result in aggregate price to the public gross proceeds of less than $1,000,00010,000,000; (ii) if within 30 days of receipt of a written request from the stockholder pursuant to this Section 2.3, the Corporation gives notice to such stockholder of the Corporation’s intention to make a public offering within 90 days, other than pursuant to a Registration Statement relating to any employee benefit plan or with respect to any reorganization or other transaction under Rule 145 of the Securities Act (or successor rule thereto); (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Shelf Registration is then effective and includes all of the Company stating that in the good faith judgment Registrable Securities of the Board such Sponsor Member and permits an underwritten offering of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month periodRegistrable Securities; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, Corporation has already effected three (3) 3 registrations on Form S-3 for the requesting Holders pursuant to this Section 2.3in the immediately preceding 12-month period; or (v) in any particular jurisdiction in which the Company Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise compliance. (b) To the extent the Corporation is a WKSI at the time that the Shelf Registration Statement is to be required so to dofiled, the Corporation shall file an automatic Shelf Registration Statement which covers such Registrable Securities. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. If at any time the Issuer is eligible to file a Registration Statement under the Securities Act on Form S-3 (a) If the Company shall receive from or any successor short form registration statement), a Holder or Holders a request of the Senior Preferred Registrable Securities shall have the right to make written requests that the Company Issuer effect a registration under the Securities Act on Form S-3 or any similar short-form registration statement with respect to of all or a part of the Registrable SecuritiesSecurities of the Holder making such request, which requests shall specify the Company shall: intended method of disposition thereof by such Holder, including whether (i) promptly give notice of the proposed registration, registration requested is for an underwritten offering and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect the Registration Statement covering such registration and all such qualifications and compliances as would permit or facilitate Registrable Securities shall provide for the sale and distribution by the Holder thereof of the Registrable Securities specified in such request, together with from time to time on a delayed or a continuous basis under Rule 415 under the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company Act. The Issuer shall not be obligated required to effect file any registration, qualification or compliance pursuant to this Section 2.3: such Registration Statement (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an reasonably anticipated aggregate price to the public of less than the offering would not exceed $1,000,000; 1,000,000 or (iiiii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Company shall furnish Issuer furnishes to the requesting Holder or Holders a certificate signed by the President or Chief Executive Officer of the Company Issuer stating that in the Issuer has a good faith judgment intent to engage in a firmly underwritten public offering within 90 days of the Board of Directorssuch request, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall to be exercised by the Company Issuer not more than twice once in any twelve (12) twelve-month period; (iv. No requested registration under this Section 2.l(b) if shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the Company hasprovisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, within there shall be no limit on the twelve (12) month period preceding number of times a Holder or Holders may make a written request that the date of such request, already effected three (3) registrations on Form S-3 for Issuer effect a registration hereunder except that the Holders Issuer shall not be required to effect a registration pursuant to this Section 2.3; or 2.l(b) on more than two (v2) in occasions during any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do12-month period. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable (and in any event within 45 days after the date such request is given by the initiating Holders), effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million five hundred thousand dollars ($1,000,0001,500,000); (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty one hundred twenty (30120) days after receipt of the request of the Holder or Holders under this Section 2.32.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such 120 day period, other than a Special Registration Statement; (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.32.4; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise compliance, unless the Company is already subject to service in such jurisdiction and except as may be required so to dounder the Securities Act. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders (and in any event within 45 days after the date such request is given by the initiating Holders). Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)2.2. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If 3.1 At any time after the Company shall receive from becomes eligible to file a Registration Statement on Form S-3 (or any Holder or Holders successor form relating to secondary offerings, hereinafter, “Form S-3”), holders of a request that majority of the Registrable Shares will have the right to require the Company to effect a registration on Form S-3 of Registrable Shares provided that the aggregate public offering price (before deduction of underwriters’ discounts and commissions) of the shares of Common Stock offered in such registration equals or exceeds $1,000,000. Upon receipt of any similar short-form such request, the Company shall promptly give written notice of such proposed registration statement with respect to all or a part Holders. Such other Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of the their Registrable SecuritiesShares as such Stockholders may request in such notice of election. Thereupon, the Company shall: (i) promptly give notice , as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Registrable Shares that the proposed registrationCompany has been requested to register. If the registration is for an underwritten offering, and any related qualification or compliancethe provisions of Section 2.3 shall be applicable; provided, to all other Holders and shall offer to include that in such proposed registration any Registrable Securities requested to be included circumstances, all references in such proposed registration by such Holders who respond in writing Section 2.3 shall be deemed references to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the CompanySection 3. (b) 3.2 Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect take any registration, qualification or compliance action pursuant to this Section 2.3:3 (ia) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of after the Company entitled has effected two (2) such registrations pursuant to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice 3 in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of and such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.33, and such registrations have been declared or ordered effective; or (vb) in any particular jurisdiction in if the Registrable Securities for which the Company would be required to qualify to do business or to execute a general consent to service Holder(s) are requesting registration are then eligible for sale under Rule 144 of process in effecting the Securities Act, and such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwritingreasonably can be disposed within a ninety (90) day period, they shall so advise the Company in the demand pursuant to Section 2.1(a)based on historical trading volume. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder the --------------------- Holder(s) of Registrable Securities a written request or Holders a request requests that the Company effect a registration on Form S-3 (or any similar short-substantially equivalent registration form registration statement under the Act subsequently adopted by the SEC that permits inclusion or incorporation by reference to other documents filed by the Company with the SEC) with respect to all or a part Registrable Securities having an expected aggregate offering price to the public in excess of the Registrable Securities$500,000, net of underwriting discounts and commissions, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, Registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (iib) promptly as soon as practicable, effect such registration Registration as may be so requested and all such qualifications and compliances as would permit or facilitate the sale and distribution of the all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with will all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 30 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein, except that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: (i) 1. if Form S-3 is not available for such offering by the Holders;; or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) 2. if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 90 days after receipt of the request of the Holder or Holders under this Section 2.3; provided, except that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any twelve (12) 12 month period; (iv) if . Subject to the foregoing, the Company has, within shall file a registration statement covering the twelve (12) month period preceding Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the date request or requests of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting2.1 or 2.2, they shall so advise the Company in the demand pursuant to Section 2.1(a)respectively. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company shall receive from any Holder or Holders of Registrable Securities (the “Requesting Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by the Requesting Holders, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable and in any event within forty-five (45) days after the date such request is given by the Requesting Holders, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Requesting Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty twenty (3020) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than three million dollars ($1,000,0003,000,000); (iii) if within thirty (30) days of receipt of a written request from the Requesting Holders pursuant to this Section 2.4, the Company gives notice to such Holder of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement provided that such Holders are permitted to register such shares as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof; (iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timetime because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (C) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Requesting Holders under this Section 2.32.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.32.4; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docompliance. (c) A registration shall not be counted as “effected” for purposes of this Section 2.4 until such time as the applicable registration statement has been declared effective by the SEC, unless the Requesting Holders withdraw their request for such registration, and forfeit their right to one demand registration statement pursuant to Section 2.5, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.4. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)2.2. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If After the Company has qualified for use of Form S-3, if the Company shall receive a written request from any Holder or Holders a request of more than 10% of the Registrable Securities then outstanding (the “S-3 Initiating Holders”) that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such S-3 Initiating Holder or Holders, the Company shallwill: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such S-3 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 20 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4: (i) if Form S-3 is not available for such offering by the S-3 Initiating Holders; (ii) if the S-3 Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,0001,500,000; (iii) if within 30 days of receipt of a written request from any S-3 Initiating Holders pursuant to this Section 2.4, the Company gives notice to such S-3 Initiating Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to be filed and become effective; (iv) if the Company shall furnish to the S-3 Initiating Holders requesting a registration statement pursuant to this Section 2.4 a certificate signed by the President or Chief Executive Officer Chairman of the Company Board (or if none, the President of the Company) stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than thirty (30) 90 days after receipt of the written request of the Holder or Holders under this Section 2.3Initiating Holders; provided, provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) 12 month period; and provided, further, that the Company may not register any shares for its own account or for the account of others during such 90 day period; (ivv) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.32.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company shall receive from any Any Holder or Holders a of not less than 10% of the Registrable Securities then outstanding (the “Form S-3 Initiating Holder(s)”) may request in writing that the Company effect a registration on Form S-3 or any similar short-form registration statement (“Form S-3 Registration Statement”) with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders (“Form S-3 Request”). The Form S-3 Request shall set forth the number of Registrable Securities owned by the Form S-3 Initiating Holders to be included in the Form S-3 Registration Statement. In such event, the Company shallwill: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, registration (the “Form S-3 Notice”) to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (ii) promptly effect such as soon as reasonably practicable, file, and use its commercially reasonable efforts to cause to be declared effective, a registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of statement covering the Registrable Securities specified by the Form S-3 Initiating Holder(s) in such requestthe Form S-3 Request, together with the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by notice to the Company given within thirty (30) 15 days after receipt of such notice from the CompanyCompany has given the Form S-3 Notice. (b) Notwithstanding anything to the contrary contained herein, the The Company shall not be obligated to effect any registration, qualification or compliance registration pursuant to this Section 2.3:2.4(a): (i) if Form S-3 is not available for such offering by the Holder or Holders; (ii) if the Holder or Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,00010,000,000; (iii) if the Company shall furnish to the Holders Form S-3 Initiating Holder(s) a certificate signed by the President or Chief Executive Officer of the Company that it intends to engage in a registered public offering pursuant to Section 2.3 within 90 days following receipt of the Form S-3 Request; provided that the Company is actively employing in good faith all reasonable efforts to file and cause such registration statement to become effective; or (iv) if the Company shall furnish to the Form S-3 Initiating Holder(s) a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of DirectorsCompany, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 120 days after following receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3Request; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders Form S-3 Initiating Holder(s) intend to distribute the Registrable Securities pursuant to covered by the Form S-3 Request by means of an underwritingunderwritten offering, they shall so advise the Company in the demand Form S-3 Request, and the Company shall include such information in the Form S-3 Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their securities by means of such underwritten offering shall enter into an underwriting agreement in customary form with an underwriter or underwriters selected for such underwriting by the Form S-3 Initiating Holder(s) and acceptable to the Company. Notwithstanding any other provision of this Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of securities that may be included in the underwriting shall be allocated to Section 2.1(a)the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders; provided, however, that the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and stockholders other than the Holders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (d) After Notwithstanding the Company's Initial Public Offeringforegoing, the Company will use commercially shall have the right, upon giving written notice to the Holders of the exercise of such right (“Black-Out Notice”) to suspend the effectiveness of a Form S-3 Registration Statement and to require each Holder not to sell any Registrable Securities pursuant to such Form S-3 Registration Statement for a reasonable efforts period (as determined in good faith by the Company) from the date on which such Black-Out Notice is given (a “Black-Out Period”), if (i)(A) the Company is engaged in or proposes to qualify for engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to the registration Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called a “Material Activity”), (B) in the good faith judgment of the Company, disclosure of such Material Activity would be necessary under applicable securities laws, and (C) such disclosure would, in the good faith judgment of the Company, be adverse to the interests of the Company, or (ii) the Company, in its shares good faith judgment, deems it necessary to file a post-effective amendment to the Form S-3 Registration Statement or to prepare a supplement to, or otherwise amend, the form of Common Stock on Form S-3prospectus contained therein. The Black-Out Notice shall not contain any material, nonpublic information.

Form S-3 Registration. (a) If the Company In case Simtek shall receive from any Holder Cypress a written request or Holders a request requests that the Company Simtek use its commercially reasonable efforts to effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by Cypress, the Company shall: (i) promptly give notice of the proposed registrationSimtek will as soon as practicable, and any related qualification or compliance, use its commercially reasonable efforts to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of Cypress's Registrable Securities as are specified in such request; provided, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained hereinhowever, the Company that Simtek shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: 2.9: (i1) if Form S-3 is not then available for such offering by the Holders; Cypress (iior Simtek is not eligible to use such Form S-3 for such offering); (2) if the HoldersCypress, together with the holders of any other securities of the Company Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; 2 million; (iii3) if the Company Simtek shall furnish to the Holders Cypress a certificate signed by the President or Chief Executive Officer of the Company Simtek stating that in the good faith judgment of the Board of DirectorsDirectors of Simtek, it would be seriously materially detrimental to the Company Simtek and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty sixty (3060) days after receipt of the request of the Holder or Holders Cypress under this Section 2.32.9; provided, however, that such Simtek shall not utilize this right to delay a request shall be exercised by the Company not more than twice once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (1260) month period; day period (ivother than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if the Company Simtek has, within the twelve (12) month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders Cypress pursuant to this Section 2.32.9; or or (v5) in any particular jurisdiction in which the Company Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it would not otherwise in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be required so assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to doSection 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (cb) Registrations effected If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.3 2.9, and Simtek shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company include such information in the demand pursuant written notice referred to in Section 2.1(a2.9(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company shall receive from any Holder or Holders a request that the Company effect Buyer will file a registration statement on Form S-3 or any similar short-form registration statement with respect to the Aggregate Shares of Buyer Stock with the SEC no later than fifteen (15) days following the Closing Date and Buyer will use commercially reasonable efforts to have such registration statement declared effective as soon as possible and Buyer will use commercially reasonable efforts to have such registration statement declared effective as soon as possible, will maintain such effectiveness continuously until the date that is twelve (12) months after the Closing Date (or such earlier date when substantially all of the stock or assets of Buyer are acquired by a third party), with respect to Aggregate Shares of Buyer Stock issuable hereunder, and will enable all holders of such stock to use the prospectus forming a part thereof for resales of the Registrable Securitiesall such stock during such time period. All fees and expenses incurred in connection with preparing and filing such registration statement on Form S-3 (including all legal, the Company shall: accounting and printing fees and expenses) will be borne by Buyer. Buyer will use all commercially reasonable efforts to (ia) promptly give notice of the proposed registration, and any related qualification register or compliance, to all other Holders and shall offer to include in qualify such proposed registration any Registrable Securities requested stock to be included in such proposed registration by statement under such Holders who respond in writing to the Company's notice within 30 days after delivery securities laws or blue sky laws of such notice jurisdictions as any holder thereof will reasonably request (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company shall provided Buyer will not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute file a general consent to service of process in effecting any jurisdiction) and (b) keep such registrationregistrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, qualification sales and dealings therein in such jurisdictions until the earlier of (a) such times as all of the distribution of such stock pursuant to the registration statement has been completed or compliance where it would (b) twelve (12) months after such registration statement became effective. Buyer shall indemnify and hold harmless each of such holder against any losses, expenses, claims, damages or liabilities, joint or several, including actions, proceedings, investigations, settlements, judgments and fines, to which such holder may become subject under the Securities Act, or otherwise, insofar as such expenses, losses, claims, damages, liabilities, actions, proceedings, investigations, settlements, judgments and fines arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in such registration statement under which such stock is registered under the Securities Act, or any preliminary, final or free writing prospectus contained or incorporated by reference therein or furnished by Buyer to any such holder or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not otherwise misleading, or in connection with any such registration statement any violation by Buyer of the Securities Act, the Exchange Act, any state securities or “Blue Sky” law or any rule or regulation under any of the foregoing, and will reimburse such holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. Each such holder shall indemnify and hold harmless, severally and not jointly, Buyer against any losses, expenses, claims, damages or liabilities, joint or several, including actions, proceedings, investigations, settlements, judgments and fines, to which Buyer may become subject under the Securities Act, or otherwise, insofar as such expenses, losses, claims, damages, liabilities, actions, proceedings, investigations, settlements, judgments and fines arise out of or are based upon an untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact required to be required so stated therein or necessary to domake the statements therein not misleading, contained in any information expressly provided by such holder for inclusion in such registration statement under which such stock is registered under the Securities Act, or in any preliminary, final or free writing prospectus contained or incorporated by reference therein or in any amendment or supplement thereto, and will reimburse Buyer for any legal or other expenses reasonably incurred by Buyer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall have any liability to Buyer in excess of the amount of proceeds (less any commissions or brokerage fees incurred by such holder) actually received by such holder from the sale of such holder’s shares pursuant to such registration statement. (cb) Registrations effected pursuant As soon as it is possible under applicable laws to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If remove the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise Act legends restricting transfer of the Company Buyer Stock from the certificate representing the Buyer Stock held in the demand pursuant Escrow Account, Buyer shall immediately (and within 10 days of such eligibility) take all commercially reasonable steps required to Section 2.1(a). remove all legends restricting transfer of the Buyer Stock from the Buyer Stock certificate in the Escrow Account, including but not limited to, at Buyer’s sole expense, (di) After causing a nationally recognized law firm to issue an opinion of counsel stating that the Company's Initial Public Offeringtransfer restriction legend may be removed and (ii) exchanging the share of Buyer Stock held in the Escrow Account in the name of the Escrow Agent at the time of such eligibility for an equivalent number of shares without a restrictive legend. If, for any reason, the Company will use commercially reasonable efforts Buyer Stock held in the Escrow Account sixteen months following the Closing Date continues to qualify for the bear any legend restricting transfer, Buyer shall file a registration of its shares of Common Stock statement on Form S-3S-3 with respect to such Buyer Stock with the SEC no later than fifteen (15) days thereafter, and take all actions, and be subject to all obligations, with respect to such registration statement as described above in Section 5.10(a); provided all time periods in Section 5.10(a) shall instead be measured from the date the Buyer Stock is released to the Escrow Recipients from the Escrow Account.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder the Holders of at least twenty-five percent (25%) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or Holders a request requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shall: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (iib) promptly effect use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,00010,000,000; (iii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President or Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.3S-3 Initiating Holders; provided, provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so compliance; (vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to doeffect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)2.1 of this Agreement. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If After its Initial Public Offering, the Company shall receive from use its best efforts to qualify for registration on Form S-3, or any comparable or successor form or forms. Any Holder or Holders a of at least 15% of the Registrable Securities (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations or other similar capitalization changes) then outstanding (the “Form S-3 Initiating Holder(s)”) may request in writing that the Company effect a registration on Form S-3 (or any similar short-form registration statement successor to Form S-3) with respect to all any Registrable Securities owned by such Holder or a part Holders (the “Form S-3 Request”); provided, however, that the Company shall not be required to effect more than two (2) registrations pursuant to this Section 2.4 within any 12-month period. The Form S-3 Request shall set forth the number of Registrable Securities owned by the Registrable SecuritiesForm S-3 Initiating Holders to be included in the Form S-3 registration statement. In such event, the Company shallwill: (i) as promptly as practicable but in any event within 10 days following the receipt of the Form S-3 Request, give written notice of the proposed registration, and any related qualification or compliance, registration (the “Form S-3 Notice”) to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (ii) promptly effect such as expeditiously as reasonably possible, file and use commercially reasonable efforts to cause to be declared effective, a registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of statement covering the Registrable Securities specified by the Form S-3 Initiating Holder(s) in such requestthe Form S-3 Request, together with the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by notice to the Company given within thirty (30) 10 days after receipt of such notice from the CompanyCompany has given the Form S-3 Notice. (b) Notwithstanding anything to the contrary contained herein, the The Company shall not be obligated to effect any registration, qualification or compliance registration pursuant to this Section 2.3:2.4(a): (i) if Form S-3 is not available for such offering by the Holder or Holders; (ii) if the Holder or Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith reasonable judgment of the Board of DirectorsDirectors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) 90 days after receipt of the request of Form S-3 Request from the Holder or Holders under this Section 2.32.4; provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice once in any twelve (12) 12 month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance where it would not otherwise be required so to docompliance. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders Form S-3 Initiating Holder(s) intend to distribute the Registrable Securities pursuant to covered by their Form S-3 Request by means of an underwritingunderwritten offering, they shall so advise the Company in the demand Form S-3 Request, and the Company shall include such information in the Form S-3 Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their securities by means of such underwritten offering shall enter into an underwriting agreement in customary form with an underwriter or underwriters selected for such underwriting by the Company and reasonably acceptably to a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the total number of Registrable Securities requested to be included in such registration by the Holders; provided, however, that the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Form S-3 Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(a2.4(c). (d) After the Company's Initial Public Offering, then the Company will use commercially reasonable efforts shall then offer to qualify for all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of its shares of Common Stock on Form S-3so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Form S-3 Registration. (a) If the Company shall receive from any Demand Holder or Demand Holders a request that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable SecuritiesSecurities held by the Demand Holders, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Demand Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such other Demand Holders who respond in writing to the Company's ’s notice within 30 thirty (30) days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with the Registrable Securities of any other Demand Holder or Demand Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Demand Holders; (ii) if the Demand Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000;; or (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Demand Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the The Company will use commercially reasonable efforts to qualify meet the qualification standards for the registration of its shares of Common Stock securities on Form S-3.

Form S-3 Registration. Any Holder (aan “Initiating Form S-3 Holder”) may request at any time following the Company’s Public Offering that the Company file a registration statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Common Stock held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Request”) if (i) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Common Stock and (ii) the plan of distribution of the Registrable Common Stock is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall receive from any Holder or Holders a request that use its commercially reasonable efforts to register under the Company effect a registration Securities Act on Form S-3 (or any similar short-form registration statement or successor form) at the earliest practicable date, for sale in accordance with respect to all or a part the method of disposition specified in the Registrable SecuritiesForm S-3 Request, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed Common Stock specified in such Form S-3 Request. In connection with a Form S-3 Request, the Company agrees to be include in the prospectus included in any registration statement on Form S-3, such registration); and (ii) promptly effect such registration material describing the Company and all such qualifications and compliances as would permit or intended to facilitate the sale and distribution of securities being so registered as is reasonably requested for inclusion therein by the Registrable Securities specified in such requestInitiating Form S-3 Holders, together with whether or not the Registrable Securities rules applicable to preparation of any other Holder or Holders joining in such request by notice to Form S-3 require the Company given within thirty (30) days after receipt inclusion of such notice from information. Form S-3 Requests will not be deemed to be Initiating Requests as described in Section 2(a) hereof and Holders shall have the Company. (b) right to request an unlimited number of Form S-3 Requests. Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect any registration, qualification or compliance file more than one (1) registration statement on Form S-3 pursuant to this Section 2.3: 2(i) in any given six (i6) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 month period. No registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request 2(i) shall be exercised by relieve the Company not more than twice in of its obligation to effect any twelve (12registration upon request under Section 2(a) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations hereof and no registration effected pursuant to this Section 2.3 2(i) shall not be counted as demands for registration or registrations deemed to have been effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)2(a) hereof. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder the Stockholders a written request or Holders a request requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by the Stockholders, the Company shallwill: (ia) promptly give notice of the proposed registrationas soon as practicable, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Stockholders’ Registrable Securities as are specified in such request; provided, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained hereinhowever, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4: (i) if Form S-3 is not available for such offering by the HoldersStockholders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Stockholders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Million Dollars ($1,000,0005,000,000); (iii) if within thirty (30) days of receipt of a written request from the Stockholders pursuant to this Section 2.4, the Company gives notice to the Stockholders of the Company’s intention to make a public offering within ninety (90) days; provided, that the Company makes reasonable good faith efforts to make such public offering during such period; provided, however, except in the case of a DI/Longitude Transfer to a Permitted Transferee in which case the following proviso shall not apply, this clause (iii) shall not apply or have any effect in the period prior to December 23, 2018, or upon an Event of Default for so long as such Event of Default is continuing; (iv) if the Company shall furnish to the Holders Stockholders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment Chairman of the Board of Directors, stating that it would be seriously detrimental Seriously Detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty sixty (3060) days after receipt of the request of the Holder or Holders Stockholders under this Section 2.32.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; provided, further, however, that in the event of the suspension of effectiveness of any registration statement pursuant to this Agreement, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended pursuant to this Section; (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders Stockholders pursuant to this Section 2.32.4 and such registrations have been declared, have been ordered or have become effective; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docompliance. (cb) Subject to the foregoing, the Company shall file a Form S-3 covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of the Stockholders. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting2.2 or 2.3, they shall so advise the Company in the demand pursuant to Section 2.1(a)respectively. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If On or before the ninetieth (90th) day following the Closing, the Company shall receive from any Holder or Holders file a request that the Company effect a resale registration statement on Form S-3 or any similar short-form registration statement with respect to covering all or a part the Registrable Securities of the Holders and providing for the offer and sale by the Holders of the Registrable SecuritiesSecurities in any manner permitted by Form S-3 and applicable Law (a “Shelf Registration Statement”), which Shelf Registration Statement shall permit offerings of Registrable Securities on a delayed or continuous basis in accordance with Rule 415 of the Securities Act. Additionally, the Company shall: will use reasonable best efforts to effect, on or before the date that is six (i6) promptly give notice months following the date of the proposed registrationClosing, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration on the Shelf Registration Statement and all such qualifications and compliances (including the acceleration of effectiveness of such Shelf Registration Statement) as would permit or facilitate the sale and distribution of the Registrable Securities specified included in such requestShelf Registration Statement. For the avoidance of doubt, together with if the Company has exercised its Cash Consideration Election, the provisions of this Section 3.2(a) shall be satisfied if all (but not less than all) of the Holders’ Registrable Securities are covered in the related Shelf Registration Statement, and such Shelf Registration Statement remains effective for such period as required under Section 3.7(a). (b) Following the effectiveness of the Shelf Registration Statement, a majority in interest of the Holders (each, a “Take-Down Initiating Holder”) may at any time and from time to time initiate an offering or sale of all or part of the Registrable Securities (a “Shelf Take-Down”), subject to the limitations set forth in this Agreement, by delivering notice of any other Holder or Holders joining in such request by notice initiation to the Company given within thirty as set forth herein. If the Take-Down Initiating Holders so elect in a written request delivered to the Company (30an “Underwritten Shelf Take-Down Notice”), any Shelf Take-Down may be in the form of an underwritten public offering (an “Underwritten Shelf Take-Down”) days and, in such event, the Company shall file as soon as practicable and in any event not later than ten (10) Business Days after receipt the date of such notice from request and, after such filing, use its reasonable best efforts to effect an amendment or supplement to its registration statement for such purpose. The Take-Down Initiating Holders shall indicate in such Underwritten Shelf Take-Down Notice whether they intend for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). In the event of any Underwritten Shelf Take-Down, the underwriter or underwriters shall be designated by Holders of a majority of the Registrable Securities held by all Holders participating in such underwriting, which underwriter or underwriters shall be reasonably acceptable to the Company. (bc) Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3:to (i) if Form S-3 is not available for such offering by effect any Underwritten Shelf Take-Down pursuant to Section 3.2(b): (A) at any time during which the HoldersHolders beneficially own, in the aggregate, less than five percent (5%) of the Company’s then-outstanding capital stock; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iiiB) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Underwritten Shelf Take-Down to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement such Underwritten Shelf Take-Down for a period of not more than thirty sixty (3060) days after receipt of the request of the Take-Down Initiating Holder or Holders under this Section 2.33.2; provided, that such right to delay a request (together with any similar right set forth in Section 3.2(c)(ii), Section 3.4 or Section 3.7(a)) shall be exercised by the Company not more than twice three (3) times in any twelve (12) month period; (ivC) if the aggregate gross proceeds from any particular Underwritten Shelf Take-Down are reasonably anticipated to be less than $35,000,000; (D) if the Company has, within has effected two (2) such Underwritten Shelf Take-Downs pursuant to this Section 3.2 in the preceding twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; ormonths; (vE) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, in each case, where it the Company would not otherwise be required to so to do.qualify or execute a general consent, as applicable, but for such Underwritten Shelf Take-Down; or (cii) Registrations effect any Shelf Take-Down other than an Underwritten Shelf Take-Down (each, a “Non-Underwritten Shelf-Take-Down”) pursuant to Section 3.2(b): (A) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Non-Underwritten Shelf Take-Down to be effected at such time, in which event the Company shall have the right to defer such Non-Underwritten Shelf Take-Down for a period of not more than sixty (60) days after receipt of the request of the Take-Down Initiating Holder under this Section 3.2; provided, that such right to delay a request (together with any similar right set forth in Section 3.2(c)(i), Section 3.4 or Section 3.7(a)) shall be exercised by the Company not more than three (3) times in any twelve (12) month period; (B) if the Company has effected one (1) such Non-Underwritten Shelf Take-Down pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If 3.2 in the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise preceding thirty (30) days; or (C) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case, where the demand pursuant Company would not otherwise be required to Section 2.1(a)so qualify or execute a general consent, as applicable, but for such Non-Underwritten Shelf Take-Down. (d) After If the Company's Initial Public OfferingTake-Down Initiating Holders desire to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), the Take-Down Initiating Holders shall so indicate in a written request delivered to the Company no later than two (2) Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down), and, subject to the limitations set forth in ‎Section 3.2(c) (as applicable), the Company will shall file as soon as practicable and in any event not later than five (5) Business Days after the date of such request and use commercially reasonable best efforts thereafter to qualify effect an amendment or supplement to its registration statement for the registration of its shares of Common Stock on Form S-3such purpose.

Form S-3 Registration. (a) If the Company shall receive from any Holder holder or Holders holders of Restricted Stock, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all Restricted Stock owned by such holder or a part of the Registrable Securitiesholders, the Company shallwill: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Restricted Stock and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Investor Shares; and (ii) promptly as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holder's or holders' Restricted Stock or Investor Shares, as the Registrable Securities case may be, as are specified in such request, together with all or such portion of the Registrable Securities Restricted Stock or Investor Shares of any other Holder holder or Holders holders joining in such request by notice to the Company as are specified in a written request given within thirty twenty (3020) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; PROVIDED, HOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 5 (iA) if Form S-3 is not available for such offering by the Holders; more than once in any 180-day period, or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iiiB) if the Company shall furnish is not entitled to use Form S-3; and PROVIDED, FURTHER, HOWEVER, that the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in only securities which event the Company shall have be required to register pursuant hereto shall be shares of Common Stock. Subject to the right to defer foregoing, the filing of the Form S-3 Company shall file a registration statement for a period of not more than thirty (30) days covering the Restricted Stock and Investor Shares so requested to be registered as soon as practicable after receipt of the request or requests of the Holder or Holders under this Section 2.3; providedholders of the Restricted Stock and Investor Shares, that such right to delay a request shall be exercised by as the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docase may be. (cb) Registrations effected pursuant to this Section 2.3 5 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.14. (c) Notwithstanding anything to the contrary contained in this Agreement, the Board of Directors of the Company will be entitled to postpone the filing period (or suspend the effectiveness or use) of any registration statement relating to the Restricted Stock or Investor Shares, as the case may be, pursuant to this Section 5 for a reasonable period of time not in excess of 90 calendar days, if the Board determines, in its reasonable business judgment, that such registration and offering could materially interfere with bona fide financing plans of the Company or would require disclosure of information, the premature disclosure of which could, in the Board's reasonable business judgment, materially and adversely affect the Company. If the initiating Holders intend to distribute Registrable Securities Board postpones the filing (or suspends the effectiveness or use) of a registration statement pursuant to an underwritingthis Section 5, they shall so advise the Company it will promptly notify, in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offeringwriting, the Company will use commercially reasonable efforts to qualify for holders of Restricted Stock or Investor Shares, as the case may be, that requested such registration of its shares of Common Stock on Form S-3when the events or circumstances permitting such postponement have ended.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder the Holders of at least twenty-five percent (25%) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or Holders a request requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shall: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (iib) promptly effect use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,0005,000,000; (iii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President or Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.3S-3 Initiating Holders; provided, provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so compliance; (vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to doeffect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)2.1 of this Agreement. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) By the Company: Following its initial public offering of securities under the Securities Act, the Company shall use its best efforts to qualify for registration on Form S-3. If the Company shall receive receives from any Holder the Initiating Holders, a written request or Holders a request requests that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all Registrable Securities owned by such Holder or a part of the Registrable SecuritiesHolders, then the Company shall: (i) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, requested registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (ii) promptly As soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given in writing within thirty (30) 20 days after receipt of such the written notice from the Company. (b) Notwithstanding anything to the contrary contained herein, ; provided that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 2.31.4: (i1) if Form S-3 is not available for such offering by the Holdersoffering; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000CAN$5,000,000 (or its equivalent in another currency); (iii3) if the Company shall furnish to the Holders a certificate signed by the President president or Chief Executive Officer chief executive officer of the Company stating that in the good faith judgment of the Board of DirectorsBoard, and supported by outside legal counsel opinion, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any 12-month period for a period of not more than thirty (30) 90 days after receipt of the request of the Holder or Holders under this Section 2.31.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period;or (iv4) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do1.4. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company shall receive from any Holder or Initiating Holders a written request or requests that the Company effect a registration of all or part of their Registrable Securities on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, compliance to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (ii) promptly as soon as practicable use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request in accordance with the intended method of distribution set forth in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 20 days after receipt delivery of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (iA) if Form S-3 is not available for such offering by the Holders;, or (iiB) if if, in the Holders, together with the holders of any other securities good faith judgment of the Company entitled to inclusion in Board, such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price registration would be seriously detrimental to the public Company and the Board concludes, as a result, that it is essential to defer the filing of less than $1,000,000; (iii) if such registration statement at such time, and the Company shall furnish thereafter delivers to the Initiating Holders a certificate certificate, signed by the President or Chief Executive Officer of the Company Company, stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and or its stockholders for such Form S-3 a registration statement to be effected at such timefiled in the near future, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty one hundred twenty (30120) days after receipt of the request of the Holder or Initiating Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the number of times that the Company delays a registration or registrations pursuant to Section 2.1(a)(iii) and this Section 2.3(a)(ii)(B) shall not more than twice exceed two (2) times in any twelve (12) month period;, or (ivC) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (cb) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration registrations or registrations effected pursuant to Section 2.1. If The Company may, subject to the initiating Holders intend remainder of this Section 2.3, elect to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company include in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the any such registration of its authorized but unissued shares of Common Stock on Form S-3or shares of Common Stock held as treasury stock.

Form S-3 Registration. (a) If the Company shall receive from any Holder or Holders receives a request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable SecuritiesSecurities owned by such Initiating Holders, then the Company shall: (ia) promptly within ten (10) days after the date such request is given, give notice of the proposed registration, and any related qualification or compliance, registration to all Holders other than the Initiating Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to (the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration“S-3 Notice”); and (iib) promptly as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice as are specified in a request given to the Company given within thirty fifteen (3015) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained hereinS-3 Notice is given; provided, however, that the Company shall not be obligated to effect any registration, qualification or compliance such registration pursuant to this Section 2.3: 2.3 (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than $1,000,000; 5 million; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that in the good good-faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Initiating Holders under this Section 2.3; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice in any twelve (12) month period; ; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to an Excluded Registration; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or or (v) in any particular jurisdiction in which during the Company would be required to qualify to do business or to execute period ending one hundred eighty (180) days after the effective date of a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to doregistration made under Section 2.2 hereof. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company shall receive a written request from any Holder or the Holders a request of fifty percent (50%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable SecuritiesS-3, then the Company shall: , within ten (i10) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 business days after delivery the receipt of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with give written notice of such request to all Holders and shall, subject to the limitations set forth below, use commercially reasonable efforts to effect as soon as practicable the registration under the Act of all Registrable Securities of any other Holder or that the Holders joining request to be registered in such a written request by notice to the Company be given within thirty (30) business days after receipt of the mailing of such notice from by the Company. (b) Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect any registration, qualification or compliance such registration pursuant to this Section 2.3: 4 if: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters' discounts or commissions) of less than $1,000,000; 10,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected filed at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) calendar days after receipt of the request of the Holder or Holders under this Section 2.34; provided, -------- however, that such right to delay a request shall be exercised by the Company shall not use this right more than twice once in any twelve ------- (12) month 12)-month period; ; (iv) if the Company has, within the twelve (12) month 12)-month period preceding the date of such request, already effected three two (32) such registrations on Form S-3 for the Holders pursuant to this Section 2.34; or or (v) in any particular jurisdiction the Company within the twelve (12)-month period preceding the date of such request has effected a registration of securities in which the Company would be required to qualify to do business or to execute a general consent to service Holders of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected Registrable Securities requesting registration pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected 4 were entitled and given timely notice to participate to the fullest extent they desired upon receipt of notice pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)2 or 3. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If at any time (1) the Company shall receive from any Holder or Holders of Investors' Stock a written request or requests that the Company effect a registration of all or any portion of the Investors' Stock on Form S-3 or any similar short-form registration statement with respect successor thereto, (2) the reasonably anticipated proceeds therefrom shall be at least $1,500,000 and (3) the Company is a registrant entitled to all use Form S-3 or a part of the Registrable Securitiesany successor thereto to register such shares, the Company shallwill: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration holders of any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number shares of Registrable Securities proposed to be included in such registration)Securities; and (ii) promptly effect use its reasonable best efforts to effect, as soon as reasonably practicable, such registration (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities Securities, of any other Holder or Holders of Registrable Securities joining in such request by notice to the Company as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. (b) Notwithstanding anything any other provision of this Section 3, if the contemplated distribution pursuant to this Section 3 shall be by means of an underwriting and if the underwriter advises the holders of Investors' Stock initiating the registration request hereunder ("INITIATING HOLDER(S)") that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holder(s) shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated, first, to the contrary contained hereinHolders of Registrable Securities other than the Founder's Stock, pro rata based on the number of shares of the Registrable Securities set forth in the requests made pursuant to Section 3(a) and then to the extent, if any, advised by the managing underwriter, among all Holders of Founder's Stock requesting registration hereunder, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each such other Holder. (c) The Company shall not, pursuant to Section 3(a), be obligated to (i) effect more than three (3) such registrations for the Investors, or (ii) effect more than one such registration per 180-day period; provided, however, that a registration shall not be counted as a registration under this Section 3 unless such registration statement shall include at least thirty percent (30%) of the Registrable Securities other than Founder's Stock for which such registration has been requested; and further provided, that if the Initiating Holders withdraw their request for registration during a deferral period under Section 3(c) hereof, the Company shall pay the Registration Expenses therefor, and such expenses shall not be obligated to effect any registrationdebited against Registration Expense allotments for ensuing registrations hereunder, qualification or compliance pursuant to this Section 2.3:and such withdrawal request shall not be counted towards the number of S-3 registration permitted hereunder. (id) if Form S-3 is not available for such offering by Notwithstanding the Holders; (ii) if the Holdersforegoing, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 3, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than thirty (30) 90 days after receipt of the request of the Holder or Initiating Holders. During any such deferral period, the Initiating Holders may withdraw their request, in which case the Initiating Holders will not have been deemed to have made a request for registration under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company shall receive from any the Holder a written request or Holders a request requests that the Company effect a registration of the Registrable Securities that are registrable on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, compliance with respect to all other Holders and shall offer to include in such proposed registration any of the Registrable Securities requested owned by the Holder, the Company will use its reasonable best efforts to be included effect, as soon as reasonably practicable (and in such proposed registration by such Holders who respond in writing to any event within one hundred twenty (120) calendar days of the Company's notice within 30 days after delivery receipt of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registrationrequest); and (ii) promptly effect , such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Holder's Registrable Securities as are specified in such request; provided, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained hereinhowever, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: (i) 1.8, if Form S-3 is not available for such offering by the Holders;Holder, in which case the Company shall file a registration statement respecting the Shares in accordance with the terms and provisions of Section 1.2. (iia) if If the HoldersHolder requests registration pursuant to this Section 1.8 intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as part of its request made pursuant to this Section 1.8 and the Company shall include such information in the written notice referred to in clause (a) of this Section 1.8. The underwriter will be selected by the Company and shall be reasonably acceptable to the Holder requesting registration. In such event, the right of the Holder to include its Registrable Securities in such registration shall be conditioned upon the Holder's participation in such underwriting and the inclusion of the Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder upon proposing to distribute its securities through such underwriting shall (together with the holders Company as provided in Section 1.3(e)) enter into an underwriting agreement, or similar agreement, in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.8, if the underwriter advises the Holder requesting registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Holder agrees to reduce the number of shares of Registrable Securities provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all securities to be sold by or for the account of any stockholder, person or party other than an the Holder (including those shares to be sold for the Company's account), are first entirely excluded from the underwriting. In the event that the number of securities being registered is reduced pursuant to this Section 1.8(a), the Holder of the Company Registrable Securities which were not included in the registration shall be treated as if there had been no registration effected pursuant to this Section 1.8 and shall be entitled to inclusion in such the benefit of Section 1.8 with respect to the Registrable Securities which were not included as if the registration pursuant to Section 1.8 had not been requested; provided, that any registration with respect to the Registrable Securities which were not included shall not be required to become effective within 180 days of the effective date of the first registration. (b) Subject to the foregoing, propose to sell the Company shall file a registration statement covering the Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration so requested to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days registered as soon as reasonably practicable after receipt of the request or requests of the Holder or Holders under this Section 2.3; provided, that such right to delay Holder. All expenses incurred in connection with a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders registration requested pursuant to this Section 2.3; or 1.8 (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such other than underwriting discounts and commissions), including all registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands filing, qualification, printer's fees, accounting fees, reasonable fees and disbursements of one legal counsel for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwritingHolder, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After and fees and disbursements of counsel for the Company's Initial Public Offering, shall be borne by the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3Company.

Form S-3 Registration. (a) If Following the initial offering of the Company's securities to the general public, the Company will use its best efforts to qualify for the registration of its securities on Form S-3 (or a successor form which allows inclusion or incorporation by reference of substantial information by reference to other documents filed with the SEC). After and during any period in which the Company is so qualified, any Holder shall receive from have the right to request an unlimited number of registrations of Registrable Securities on Form S-3 (or such successor form), subject only to: (i) compliance with the procedures specified in Section 3.2(b) (except that all Participating Holders shall have the opportunity to have a ratable portion of their Registrable Securities included in such registration without preference for Demand Rights Holders); (ii) the requirement that the Holders requesting such registration propose to dispose of Registrable Securities having an aggregate proposed offering price of not less than $1,000,000; and (iii) the limitation that the Holders may not demand more than two (2) such registrations on Form S-3 during any twelve (12) month period. The Company shall promptly give notice to all Holders of the receipt of a request for registration pursuant to this Section and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to promptly effect the registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements and regulations) of all Registrable Securities on Form S-3 to the extent requested by the Holder or Holders a request that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Companythereof. (b) Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect take any registration, qualification or compliance action pursuant to this Section 2.3: 3.3: (i) if Form S-3 is not available for such offering by during the Holders; (ii) if the Holders, together period starting with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities date sixty (if any60) at an aggregate price days prior to the public of less than $1,000,000; filing of, and ending on a date six (iii6) if months following the Company shall furnish to the Holders effective date of, a certificate signed by the President registration statement filed or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised filed by the Company (other than a registration relating solely to employee stock option, stock purchase or similar plans, a registration relating solely to an SEC Rule 145 Transaction or any other registration which is not more than twice in any twelve (12) month period; (iv) if appropriate for the registration of Registrable Securities), PROVIDED that the Company has, within the twelve is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (iii) if the Company shall furnish to the Holders requesting such registration a certificate signed by the CEO or the President of the Company stating that in the good faith judgment of the Board it would not otherwise be seriously detrimental to the Company and its stockholders for such registration statement to filed at the date filing would be required so hereunder and that it is therefore essential to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for defer the filing of such registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwritingstatement, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After then the Company's Initial Public Offeringobligation to use its diligent best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file such registration; PROVIDED, that the Company will use commercially reasonable efforts shall not exercise such right to qualify for the registration of its shares of Common Stock on Form S-3defer a filing more than once in any twelve (12) month period.

Form S-3 Registration. (a) If In case the Company shall receive from any the --------------------- Pequot Holder of Registrable Securities a written request or Holders a request requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities, Securities owned by the Company shall:Pequot Holder, (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Pequot Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4: (i) if Form S-3 is not available to the Company or for such offering by the Holders;Pequot Holder, or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Pequot Holder propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($1,000,000;2,000,000), or (iii) if within thirty (30) days of receipt of a written request from the Pequot Holder pursuant to this Section 2.4, the Company gives notice to the Pequot Holder of the Company's intention to make a public offering of Common Stock within ninety (90) days, other than pursuant to a Special Registration Statement, or (iv) if the Company shall furnish to the Holders Pequot Holder a certificate signed by the President or Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Pequot Holder or Holders under this Section 2.32.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period;, or (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected three two (32) registrations on Form S-3 for the Holders Pequot Holder pursuant to this Section 2.3; 2.4 in any twelve (12) month period, or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docompliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Pequot Holder. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwritingSections 2.2 or 2.3, they shall so advise the Company in the demand pursuant to Section 2.1(a)respectively. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If Notwithstanding the Company provisions of Sections 2.1 and 2.2, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, in case the Corporation shall receive from any Holder a written request or Holders a request requests that the Company Corporation effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration held by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice Holder, which request shall (which response shall a) specify the number of Registrable Securities proposed intended to be included in such registration); and sold or disposed of and the holders thereof and (iib) promptly the intended method of distribution, including the name of the lead underwriter, if available, the Corporation will use its commercially reasonable efforts to effect such registration as may be so requested and all such qualifications and compliances as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request; provided, together with however, that the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose requesting Holder proposes to sell Registrable Securities and such other securities (if any) at an that would result in aggregate price to the public gross proceeds of less than $1,000,00010,000,000; (ii) if within 30 days of receipt of a written request from the Holder pursuant to this Section 2.3, the Corporation gives notice to such Holder of the Corporation’s intention to make a public offering within 90 days, other than pursuant to a Registration Statement relating to any employee benefit plan or with respect to any reorganization or other transaction under Rule 145 of the Securities Act (or successor rule thereto); (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Shelf Registration is then effective and includes all of the Company stating that in the good faith judgment Registrable Securities of the Board such Holder and permits an Underwritten Offering of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month periodRegistrable Securities; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, Corporation has already effected three (3) 3 registrations on Form S-3 for the requesting Holders pursuant to this Section 2.3in the immediately preceding 12-month period; or (v) in any particular jurisdiction in which the Company Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise compliance. (b) To the extent the Corporation is a WKSI at the time that the Shelf Registration Statement is to be required so to dofiled, the Corporation shall file an automatic Shelf Registration Statement which covers such Registrable Securities. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If the Company shall In case Weatxxxxxxx xxxll receive from any Holder or Holders of at least 10% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of discounts and commissions, would exceed $1,000,000) a written request or requests that the Company effect Weatxxxxxxx xxxect a registration on Form S-3 not involving an underwriting and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallWeatxxxxxxx xxxl: (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (iib) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company.Weatxxxxxxx; xxovided, however, that (bc) Notwithstanding anything Subject to the contrary contained hereinforegoing, Weatxxxxxxx xxxll file a registration statement covering the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration so requested to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred by or on behalf of Weatxxxxxxx xx connection with the registrations requested pursuant to Section 6.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the fees and disbursements of counsel for Weatxxxxxxx, xxall be borne by Weatxxxxxxx, xxcept that any discounts or commissions associated with Registrable Securities and the fees and disbursements of counsel for the selling Holder or Holders shall be borne by the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by participating in the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registration. Registrations effected pursuant to this Section 2.3 6.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)Sections 6.2. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If Subject to the conditions of this Section 1.4, if the Company shall receive at any time a written request or requests from any Holder the Preferred Holders holding at least twenty percent (20%) of the Registrable Securities then held by all Preferred Holders or from the Common Holders a request holding at least twenty percent (20%) of the Registrable Securities held by all Common Holders (for purposes of this Section 1.4, the Holders making such request, the “Initiating S-3 Holders”) that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shall: shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the CompanyCompany pursuant to this Section 1.4(a). (b) Notwithstanding anything If the Initiating S-3 Holders intend to distribute the Registrable Securities covered by their request under Section 1.4(a) by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating S-3 Holders and such Holder) to the contrary contained extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating S-3 Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.4, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated in the following order of priority: (i) first, (x) if the Initiating S-3 Holders are Preferred Holders, the number of Registrable Securities that are requested to be registered by all Preferred Holders shall be included pro rata based on the number of Registrable Securities then held by each such Preferred Holder and (y) if the Initiating S-3 Holders are Common Holders, the number of Registrable Securities that are requested to be registered by all Common Holders shall be included pro rata based on the number of Registrable Securities then held by each such Common Holder that are requested to be registered by each such Common Holder; and (ii) second, the number of Registrable Securities that are requested to be registered by the other Holders shall be included pro rata based on the number of Registered Securities that are requested to be registered by each such other Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be obligated required to effect any a registration, qualification or compliance compliance, pursuant to this Section 2.31.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,00025,000,000; (iii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the President or Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders security holders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Initiating S-3 Holders under this Section 2.3; provided, provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other member or stockholder, as applicable, during such ninety (90) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company equity plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the class of Holders (Preferred or Common) to which such Initiating Holders belong pursuant to this Section 2.3; or1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so compliance; (vi) if the Company, within thirty (30) days of receipt of the request of such Initiating S-3 Holders gives notice of its bona fide intention to doeffect the filing of a registration statement with the SEC within ninety (90) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (vii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days following the effective date of, a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective. (cd) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating S-3 Holders. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)Sections 1.2. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) Any Requesting Holder (an "INITIATING FORM S-3 HOLDER") may request at any time that the Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 (or any similar provision then in force) under the Securities Act ("FORM S-3 DEMAND") if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $1,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall receive from any Holder or Holders a request that use its commercially reasonable efforts to register under the Company effect a registration Securities Act on Form S-3 (or any similar short-form registration statement or successor form) at the earliest practicable date, for sale in accordance with respect to all or a part the method of disposition specified in the Registrable SecuritiesForm S-3 Demand, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed specified in such Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to be include in the prospectus included in any Registration Statement on Form S-3, such registration); and (ii) promptly effect such registration material describing the Company and all such qualifications and compliances as would permit or intended to facilitate the sale and distribution of securities being so registered as is reasonably requested for inclusion therein by the Registrable Securities specified in such requestInitiating Form S-3 Holder, together with whether or not the Registrable Securities rules applicable to preparation of any other Holder or Holders joining in such request by notice to Form S-3 require the Company given within thirty (30) days after receipt inclusion of such notice from information. Notwithstanding the Company. (b) Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders Initiating Form S-3 Holder a certificate signed by the President or Chief Executive Officer and Chief Financial Officer of the Company stating that in the good faith judgment opinion of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timea Valid Business Reason exists, in which event the Company shall have the right to delay or defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than thirty sixty (3060) days after receipt of the request of the Holder or Holders under this Section 2.3Form S-3 Demand; provided, however, that such right to delay or defer a request Form S-3 Demand shall be exercised by the Company not more than twice once in any twelve (12) month period;, the Company shall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of any other Holders. (ivb) if Form S-3 Demands will not be deemed to be Demand Requests as described in Section 1.2 hereof and Holders shall have the right to request five (5) Form S-3 Demands. Notwithstanding the foregoing, the Company has, within the twelve shall not be obligated to file more than one (121) month period preceding the date of such request, already effected Registration Statement on Form S-3 pursuant to this Section 1.4 in any given three (3) registrations on Form S-3 for month period; provided, further, that the Holders Company shall not be required to effect a registration pursuant to this Section 2.3; or (v) in any particular jurisdiction in which 1.4 if it is requested within 120 days of the Company would be required to qualify to do business or to execute a general consent to service effective date of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected the most recent registration pursuant to this Section 2.3 Article 1 in which securities held by the requesting Holder could have been included for sale or distribution. Kimco Realty Services, Inc., its Affiliates, and its transferees and assigns shall not be counted as demands for registration or registrations effected pursuant have up to Section 2.1three (3) Form S-3 Demands. If Third Avenue Trust, on behalf of the initiating Holders intend to distribute Registrable Securities pursuant to an underwritingThird Avenue Real Estate Fund Series, they its Affiliates and its transferees and assigns shall so advise the Company in the demand pursuant to Section 2.1(a)have one (1) Form S-3 Demand. Cypress Merchant Banking Partners LP, Cypress Garden LTD. , their respective Affiliates and their respective transferees and assigns shall collectively have one (d1) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3S-3 Demand.

Form S-3 Registration. Following its initial public offering (awhich shall include a Qualified Public Offering) of securities under the Securities Act, the Company shall use its commercially reasonable efforts to qualify (and remain qualified) for registration on Form S-3. If the Company shall receive receives from any Holder or the Initiating Holders a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement S 3 with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, then the Company shall: (ia) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, requested registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (iib) promptly As soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given in writing within thirty (30) 20 days after receipt of such the written notice from the Company. (b) Notwithstanding anything to the contrary contained herein, ; provided that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 2.31.5: (i) if Form S-3 is not available for such offering by the Holdersoffering; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President president or Chief Executive Officer chief executive officer of the Company stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any 12 month period for a period of not more than thirty (30) 90 days after receipt of the request of the Holder or Holders under this Section 2.31.5; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period;or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected three (3) two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do1.5. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder or Holders of at least twenty percent (20%) of Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (i) promptly 2.4.1 Promptly give written notice of the proposed registration, registration and any related qualification or compliance, compliance to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Securities; and (ii) promptly 2.4.2 As soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 2.4: (i) if Form S-3 is not available under the Securities Act or rules or regulations promulgated thereunder for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than Five Hundred Thousand Dollars ($1,000,000; 500,000); (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty one hundred twenty (30120) days after receipt of the request of the Holder or Holders under this Section 2.3; provided2.4, provided that such right to delay a request shall defer the filing may be exercised by the Company not no more than twice once in any twelve (12) month one-year period; ; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders pursuant to this Section 2.32.4; or (v) if the Company has already effected five (5) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docompliance. 2.4.3 Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. The Company shall pay all of the expenses incurred in connection with the first two (c2) Registrations effected registrations of each year requested pursuant to this Section 2.3 2.4 (excluding underwriters' discounts and commissions, which shall not be counted as demands paid by the selling Holders pro rata with respect to their included shares), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for registration the Company, and the reasonable fees and disbursements of a single counsel for the selling Holder or registrations effected pursuant to Section 2.1Holders. If Thereafter, all such expenses shall be borne pro rata by the initiating Holder or Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company participating in the demand pursuant to Section 2.1(a)Form S-3 Registration. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 S-3, which may be a shelf registration under Rule 415 under the Act, and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by such Holder or Holders, the Company shallwill: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Holders; and (ii) promptly as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. Company and keep such registration effective for up to ninety (b90) Notwithstanding anything days, unless such registration is a shelf registration pursuant to Rule 415 under the contrary contained hereinAct, in which case the Company shall maintain its effectiveness until such time as none of the Registrable Securities registered thereon would be deemed to be "restricted securities" pursuant to Rule 144 under the Act and such Holders would not be deemed to be "affiliates" of the Company under Rule 144; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; ; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; 500,000; (iii3) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.31.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any twelve (12) month period; ; (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected three (3) registrations one registration on Form S-3 in the calendar year for the Holders pursuant to this Section 2.31.11; or or (v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it compliance. (b) If the Holders initiating the registration request hereunder (the "S-3 Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.11 and the Company shall include such information in the written notice referred to in Section 1.11(a)(i). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the S-3 Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the S-3 Initiating Holders. Notwithstanding any other provision of this Section 1.11, if the underwriter advises the S-3 Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the S-3 Initiating Holders shall so advise all Holders of Registrable Securities which would not otherwise be required so underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the S-3 Initiating Holders, in proportion (as nearly as practicable) to dothe amount of Registrable Securities of the Company owned by each Holder. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holders selected by them, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.3 1.11 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting1.2 or 1.3, they shall so advise the Company in the demand pursuant to Section 2.1(a)respectively. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company shall receive from any Holder Holders holding at least 25 percent of the Registrable Securities then outstanding ("S-3 Initiating Holders") a written request or Holders a request requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable Securities, subject to the limitations set forth below, the Company shall:will: -------------------------------------------------------------------------------- Online Specialty Retailing, Inc. dba XxxxxXxxx.xxx Page 2 Amended and Restated Investors' Rights Agreement -------------------------------------------------------------------------------- (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed Holders; (b) as soon as practicable, file a registration any statement covering the Registrable Securities requested specified in this paragraph and use its best efforts to be included in such proposed registration by such Holders who respond in writing to effect the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and or compliances as would permit under the Securities Act of all or facilitate the sale and distribution such portion of the such Holder's or Holders' Registrable Securities as are specified in such the S-3 Initiating Holders' request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company as are specified in a written request given within thirty twenty (3020) days after receipt of such notice from the Company. (b) 's giving of written notice to such Holders. Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be obligated to effect any registration, qualification or compliance a registration pursuant to this Section 2.3: 1.3: (i) if the Company, within ten (10) days of the receipt of the request of the S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing within ninety (90) days of receipt of such request of a registration statement with respect to which the Holders shall have registration rights pursuant to Section 1.2; (ii) if Form S-3 is not available for such offering by the Holders; ; (iiiii) if the S-3 Initiating Holders, together with the holders Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; 250,000; (iiiiv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right during any 12 consecutive month period to defer the filing of the Form S-3 registration statement for a period up to two periods of not more than thirty sixty (3060) days each after receipt of the request of the Holder or Holders under this Section 2.31.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (ivv) if the Company has, within the twelve (12) twelve-month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction a registration of securities in which the Company would be required S-3 Initiating Holders participated to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected the fullest extent they desired pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting1.2 or this Section 1.3, they shall so advise or (vi) if the Company in shall have previously effected four (4) registrations requested by one or more Holders under this Section 1.3. The expenses of registration shall be borne by the demand Company (pursuant to Section 2.1(a1.6). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If Notwithstanding the Company provisions of Section 2.1 and Section 2.2, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, in case the Corporation shall receive from any Holder Holder(s) a written request or Holders a request requests that the Company Corporation effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration held by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice Holder(s), which request shall (which response shall a) specify the number of Registrable Securities proposed intended to be included in such registration); and sold or disposed of and the holders thereof and (iib) promptly the intended method of distribution, including the name of the lead underwriter, if available, the Corporation will use its commercially reasonable efforts to effect such registration as may be so requested and all such qualifications and compliances as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request; provided, together with however, that the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for the requesting Holder(s) propose(s) to sell Registrable Securities that would result in aggregate gross proceeds of less than $15,000,000 based on the average closing price of the Common Stock over the 20 trading days preceding such offering by the Holdersrequest pursuant to this Section 2.3; (ii) if within 30 days of receipt of a written request from the HoldersHolder(s) pursuant to this Section 2.3, together with the holders of any other securities Corporation gives notice to such Holder(s) of the Company entitled Corporation’s intention to inclusion in such registrationmake a public offering within 90 days, propose other than pursuant to sell Registrable Securities and such other securities (if any) at an aggregate price a Registration Statement relating to the public of less than $1,000,000any employee, stock option, benefit or dividend reinvestment plan; (iii) if the Company shall furnish to the Holders a certificate signed by the President Shelf Registration or Chief Executive Officer other Registration Statement is then effective and includes all of the Company stating that in the good faith judgment Registrable Securities of the Board such Holder(s) and permits an Underwritten Offering of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month periodRegistrable Securities; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, Corporation has already effected three (3) registrations another registration on Form S-3 for on the account of Holders pursuant to this Section 2.3in the immediately preceding 12-month period; or (v) in any particular jurisdiction in which the Company Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise compliance. (b) To the extent the Corporation is a WKSI at the time that the Shelf Registration Statement is to be required so to dofiled, the Corporation shall file an automatic Shelf Registration Statement which covers such Registrable Securities. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public OfferingThe Corporation and Holders shall comply with all other provisions of Section 2.1(c), the Company will use commercially reasonable efforts Section 2.1(d), Section 2.1(f), Section 2.1(g), Section 2.1(h) and Section 2.1(i) with respect to qualify for the a registration of its shares of Common Stock on Form S-3under this Section 2.3.

Form S-3 Registration. (a) If In case the Company shall receive receives from any Holder or Holders a written request that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement statement, which, at the request of Holder, may be in connection with an underwritten distribution of Registrable Securities, and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by Holder, the Company shallwill: (ia) promptly give notice of the proposed registrationas soon as practicable, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of the all or such portion of Holder’s Registrable Securities as are specified in such request; provided, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to however, that the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company shall will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.2: (i) if Form S-3 is not available for such offering by the HoldersHolder; (ii) if the HoldersHolder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than three million dollars ($1,000,0003,000,000); (iii) if within thirty (30) days of receipt of a written request from Holder pursuant to this Section 2.2, the Company gives notice to Holder of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period, and provided further, that the Company shall not register any other of its shares during such 90-day period other than pursuant to a Special Registration Statement; (iv) if the Company will furnish to the Holders Holder a certificate signed by the President or Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall will have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty one hundred twenty (30120) days after receipt of the request of the Holder or Holders under this Section 2.32.2; provided, that such right to delay a request shall will be exercised by the Company not more than twice once in any twelve (12) month periodperiod and provided that the Company shall not register any other of its shares during such 120-day period other than pursuant to a Special Registration Statement; (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three two (32) registrations on Form S-3 for the Holders Holder pursuant to this Section 2.3; 2.2, or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise compliance, unless the Company is already subject to service in such jurisdiction and except as may be required so to doby the Securities Act. (cb) Registrations effected pursuant Subject to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offeringforegoing, the Company will use commercially reasonable efforts file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to qualify for be registered as soon as practicable after receipt of the registration request of its shares of Common Stock on Form S-3Holder.

Form S-3 Registration. (a) If Purchaser, together with any and all of its Affiliates (as defined below), invests $5,000,000 or more to purchase Common Stock pursuant to this Agreement and any Other Agreements, then at any time following six (6) months after the effective date of the registration statement filed by the Company shall receive from relating to the IPO, the Purchaser (together with its Affiliates) will be entitled to request one (1) registration (in total), whether underwritten or otherwise, under the Securities Act of all or part of its Registrable Securities (on a continuous or delayed basis as permitted pursuant to Rule 415 of the Rules and Regulations, or any Holder successor rule, of the SEC under the Securities Act) on Form S-1 or Holders a request that the Company effect a any similar long-form registration (“Long-Form Registration”) or on Form S-3 or any similar short-form registration statement with respect to all or a part (“Short-Form Registration”), if available. Such request shall specify the approximate number of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registered. The registration by such Holders who respond in writing requested pursuant to this Section 2(a) is referred to herein as the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to "Demand Registration". The Demand Registration will be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of the Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to a Short-Form Registration whenever the Company given within thirty (30) days after receipt of such notice from the Company. (b) is permitted to use any applicable short form. Notwithstanding anything to the contrary contained hereinin this Agreement, the Company shall not be obligated to effect file any registration, qualification or compliance pursuant to this Section 2.3such registration statement within such time period: (i) if Form S-3 is not available for such offering by the Holders; Purchaser (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose its Affiliates) proposes to sell Registrable Securities and such other securities (if any) at an estimated aggregate price to the public of less than $1,000,000;2,000,000; or (iiiii) if the Company has, within such 6-month period following the IPO, already effected a registration under the Securities Act, other than a registration from which the Purchaser’s Registrable Securities have been excluded (with respect to all or any portion of such Registrable Securities requested be included in such registration) pursuant to the provisions of Section 7.2. (b) At least 20 days prior to the date that the Company intends to file a registration statement effecting a demand registration requested by an Other Purchaser pursuant to rights conferred on such Other Purchaser in an Other Agreement identical, mutatis mutandis, to those conferred in this Section 7.3 on the Purchaser, the Company will give written notice to the Purchaser of its intention to effect such a registration and will include in such registration all Registrable Securities of the Purchaser with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt by the Purchaser of the Company’s notice. Notwithstanding anything to the contrary herein, Purchaser acknowledges that the Purchaser, together with certain Other Purchasers, shall together hold the right to request such a demand registration and, upon notice from the Company that such a demand registration has been requested by any Other Purchaser, Purchaser’s right with respect to the Demand Registration under this Section 7.3 shall be to include its Registrable Securities in such registration statement on the terms provided above. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders Purchaser a certificate signed by the President President, Chief Executive Officer or Chief Executive Financial Officer of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled within the time period specified in Section 7.3(a) hereof, in which event then the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than thirty (30) 180 days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date expiration of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a)time period. (d) After Subject to the Company's Initial Public Offeringterms of Section 7.5, a Demand Registration shall not be deemed “effected” for purposes of this Section 7.3 until such time as a registration statement covering all of the Registrable Securities requested by the Purchaser to be included therein has been declared effective by the SEC. (e) The Registration Expenses of the Purchaser will be paid by the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3in a Demand Registration.

Form S-3 Registration. (a) If Notwithstanding the Company provisions of Sections 2.1, and 2.2, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, in case the Corporation shall receive from any a Holder a written request or Holders a request requests that the Company Corporation effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration held by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice Holder, which request shall (which response shall a) specify the number of Registrable Securities proposed intended to be included in such registration); and sold or disposed of and the holders thereof and (iib) promptly the intended method of distribution, including the name of the lead underwriter, if available, the Corporation will use its best efforts to effect such registration as may be so requested and all such qualifications and compliances as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request; provided, together with however, that the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained herein, the Company Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if Form S-3 is not available for within thirty (30) days of receipt of a written request from the Holder pursuant to this Section 2.3, the Corporation gives notice to such Holder of the Corporation’s intention to make a public offering by within ninety (90) days, other than pursuant to a Registration Statement relating to any employee benefit plan or with respect to any reorganization or other transaction under Rule 145 of the HoldersSecurities Act (or successor rule thereto); provided, however, that the Corporation may give such notice no more than once in any 365 day period; (ii) if the Holders, together with the holders of any other securities a Shelf Registration is then effective and includes all of the Company entitled to inclusion in such registration, propose to sell Registrable Securities of such Holder and permits an underwritten offering of such other securities (if any) at an aggregate price to the public of less than $1,000,000Registrable Securities; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, Corporation has already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3requesting Holder in the immediately preceding 12-month period; or (viv) in any particular jurisdiction in which the Company Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise compliance. (b) To the extent the Corporation is a WKSI at the time that the Shelf Registration Statement is to be required so to dofiled, the Corporation shall file an automatic Shelf Registration Statement which covers such Registrable Securities. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case, after the first anniversary of the Effective Date, the Company shall receive from any Holder Holder(s) of Registrable Securities representing at least ten percent (10%) of the Common Stock then outstanding a written request or Holders a request requests 5 6 that the Company effect a registration on Form S-3 and any related qualifications or any similar short-form registration statement compliance with respect to any or all or a part of the such Registrable SecuritiesSecurities owned by such Holder(s), the Company shall: shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and the manner provided in Section 19, and (ii) promptly as soon as practicable, and, subject to the further provisions of this Section 4, in any event within 90 days of the initial request, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Registrable Securities specified in such request, together with all of the Registrable Securities of any other Holder or Holders joining as are specified in such a request by notice to given in the Company given manner provided in Section 19 within thirty (30) 15 days after receipt mailing of such notice from by the Company. (b) Notwithstanding anything to the contrary contained herein, the The Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 2.3: 4 if (i) if Form S-3 is not available for such offering by the Holders; requesting Holder(s) or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (securities, if any) , at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do5,000,000. (c) Registrations effected The Company shall not be obligated to effect more than a total of two registrations pursuant to this Section 2.3 4 and shall not be counted as demands for obligated to effect more than one registration or registrations effected in any twelve-month period pursuant to this Section 2.1. If 4, Section 2 and Section 3 (provided, with respect to registrations under Section 3, that the initiating Holders intend Holder was able to distribute dispose of at least 80% of the Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(ait requested be registered). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts A registration effected pursuant to qualify for the this Section 4 shall be counted as a demand registration of its shares of Common Stock on Form S-3effected pursuant to Section 2.

Form S-3 Registration. (a) If the Company shall receive from any Holder holder or Holders holders of Restricted Stock or Existing Stock, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all Restricted Stock or a part Existing Stock, as the case may be, owned by such holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,500,000 (provided that the distribution of shares pursuant to such registration is to involve only states in which registration is not required, whether by reason of the Registrable SecuritiesCommon Stock being listed on the a registered securities exchange or the NASDAQ national market or otherwise), the Company shallwill: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Restricted Stock and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration)Existing Stock; and (ii) promptly as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other government requirements or regulations) as would may be so requested and as are required to permit or facilitate the sale and distribution of all or such portion of such holder's or holders' Restricted Stock or Existing Stock, as the Registrable Securities case may be, as are specified in such request, together with all or such portion of the Registrable Securities Restricted Stock or Existing Stock of any other Holder holder or Holders holders joining in such request by notice to the Company as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary contained herein, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 5 (iA) if Form S-3 is not available for such offering by the Holders; more than once in any 180-day period, or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iiiB) if the Company shall furnish is not entitled to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such use Form S-3 or if registration to be effected at such timeis required under state securities laws as noted above, in provided, further, however, that the only securities which event the Company shall have be required to register pursuant hereto shall be shares of Common Stock. Subject to the right to defer foregoing, the filing of the Form S-3 Company shall file a registration statement for a period of not more than thirty (30) days covering the Restricted Stock and Existing Stock so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holder or Holders under this Section 2.3; providedholders of the Restricted Stock and Existing Stock, that such right to delay a request shall be exercised by as the Company not more than twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to docase may be. (cb) Registrations effected pursuant to this Section 2.3 5 (i) shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise 4 and (ii) unless the Company in the demand pursuant to Section 2.1(a)shall otherwise agree, shall not involve a firm commitment underwriting. (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. (a) If In case the Company Company, at a time when it is eligible under the Form S-3 rules to register its shares on Form S-3, shall receive from any the Holder or Holders a written request that the Company effect a registration on Form S-3 and any related qualification or any similar short-form registration statement compliance with respect to all or a part of the Registrable SecuritiesSecurities owned by the Holder, the Company shall: (i) promptly give notice of the proposed registrationshall use all reasonable efforts to effect, and any related qualification or complianceas soon as practicable, to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); and (ii) promptly effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Holder's Registrable Securities as are specified in such request; PROVIDED, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within thirty (30) days after receipt of such notice from the Company. (b) Notwithstanding anything to the contrary contained hereinHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.33: (ia) if Form S-3 is not available for such offering by the HoldersHolder; (iib) if the HoldersHolder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000100,000; (iiic) if the Company shall furnish to the Holders Holder a certificate signed by the President or Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty ninety (3090) days after receipt of the request of the Holder or Holders under this Section 2.33; providedPROVIDED, HOWEVER, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any twelve (12) month period;. (ivd) if the Company has, within the twelve (12) month 12)-month period preceding the date of such request, already effected three (3) registrations a registration on Form S-3 for the Holders Holder pursuant to this Section 2.33; or (ve) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where it would not otherwise be required so to do. (c) Registrations effected pursuant to compliance. In the event that a request for registration of Registrable Securities on Form S-3 is properly made by Holder under this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise 3 at a time when the Company in is not eligible to use Form S-3 to register the demand pursuant to Section 2.1(a). (d) After resale of the Company's Initial Public OfferingRegistrable Securities, the Company will use commercially reasonable efforts shall, if requested by Holder, prepare and file a registration statement on Form S-1 (or such other applicable form as may then be available to qualify the Company) covering the resale of the Registrable Securities by Holder; provided, however, that in no event shall the Company be obligated to effect more than one registration for the registration of its shares of Common Stock Holder on Form S-3S-1 under this Agreement.