Common use of Limitations, Conditions and Qualifications to Obligations under Registration Covenants Clause in Contracts

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.6 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any prospectus and shall not be required to be preparedamend or supplement the registration statement, filed and made and kept any related prospectus or any document incorporated therein by reference (other than an effective by it hereunder (but registration statement being used for an underwritten offering); PROVIDED that the duration of such postponement or suspension (a "SUSPENSION PERIOD") may not exceed the earlier to occur during any 360 day period a period of more than 60 days or two periods of more than an aggregate of 90 days. Such Suspension Period may be effected only if (i) 15 days after the cessation of the circumstances described Company's Board determines in clauses (A) its good faith that there is a valid business purpose for such suspension and (B) below or (ii) 120 days after provides notice that such determination was made by the date Company's Board to the Holders of the determination of the Board of Directors of Preference Warrants; PROVIDED, HOWEVER, that in no event shall the Company referred be required to below, and disclose the duration of business purpose for such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is such business purpose must remain confidential; and PROVIDED FURTHER, HOWEVER, that the Effectiveness Period shall be extended by the number of days in any Suspension Period. The Company may further suspend effectiveness for a material undisclosed development period not in excess of 5 Business Days to allow for the business or affairs updating of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse financial statements included in a Registration Statement to the Company's interests or (B) the Company has filed a registration statement with the SECextent required by law, such registration statement has suspension for updating financial statements not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedexceed 45 calendar days in aggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Preference Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.6 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any prospectus and shall not be required to be preparedamend or supplement the registration statement, filed and made and kept any related prospectus or any document incorporated therein by reference (other than an effective by it hereunder (but registration statement being used for an underwritten offering); provided that the duration of such postponement or suspension (a "Suspension Period") may not exceed the earlier to occur during any 360 day period a period of more than 60 days or two periods of more than an aggregate of 90 days. Such Suspension Period may be effected only if (i) 15 days after the cessation of the circumstances described Company's Board determines in clauses (A) its good faith that there is a valid business purpose for such suspension and (B) below or (ii) 120 days after provides notice that such determination was made by the date Company's Board to the Holders of the determination of the Board of Directors of Preference Warrants; provided, however, that in no event shall the Company referred be required to below, and disclose the duration of business purpose for such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is such business purpose must remain confidential; and provided further, however, that the Effectiveness Period shall be extended by the number of days in any Suspension Period. The Company may further suspend effectiveness for a material undisclosed development period not in excess of 5 Business Days to allow for the business or affairs updating of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse financial statements included in a Registration Statement to the Company's interests or (B) the Company has filed a registration statement with the SECextent required by law, such registration statement has suspension for updating financial statements not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedexceed 45 calendar days in aggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company under Section 2.1 to use its best commercially reasonable efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder pursuant to Section 2.1 for a reasonable period of time (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)exceeding 60 days) if the Board of Directors of the Company determines determines, in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effectivejudgment, and the underwriters with respect to such registration advise that such registration and offering, or such offers and sales, would be adversely affectedinterfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates or would require the Company to disclose material non-public information. The Company shall promptly give the requesting holders of Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders requesting holders of such determination, and the Selling Stockholders Registrable Securities shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days (or within the period of postponement if such period is less than 30 days) after receipt of the Company's notice or (y) of postponement in the case event of such withdrawal, such request shall not be deemed a suspension of the right request for registration pursuant to make sales, to receive an extension of the registration period equal to the number of days of the suspensionSection 2.1 hereof. (b) The Company shall not be No holder of Registrable Securities may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in under the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners terms of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Actunderwriting arrangements. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall not be obligated to file or keep effective any registration statement pursuant to Section 2.01 hereof at any time if the Company would be required to include financial statements audited as of any date other than the end of its fiscal year. (b) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 30 days and not more than once in any six-month period) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 2.01 if the duration of such postponement or suspension may not exceed the earlier to occur of Company determines, in its reasonable judgment, that (i) 15 days after the cessation Company is in possession of material information that has not been disclosed to the circumstances described public and the Company reasonably determines that it would be significantly detrimental to the Company and its stockholders to disclose such information at such time in clauses (A) and (B) below a registration statement or (ii) 120 days after the date of the determination of the Board of Directors of such registration and offering would significantly interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company referred to below, and the duration or any of such postponement or suspension shall be excluded from the calculation of the period specified in clause its Affiliates (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development as defined in the business or affairs of rules and regulations adopted under the Company (including Exchange Act) and, in any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effectivecase, the Company is using its reasonable best efforts to have promptly gives the requesting holders of Registrable Securities written notice of such registration determination, containing a general statement declared effective, of the reasons for such postponement and an approximation of the underwriters with respect to such registration advise that such registration would be adversely affectedanticipated delay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders requesting holders of such determination, and the Selling Stockholders Registrable Securities shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required hereby counted for purposes of the requests for registration to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in which the written opinion (Purchasers and their assignees are entitled pursuant to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities ActSection 2.01 hereof. (c) The CompanyNo holder of Registrable Securities may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's obligations shall be subject Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to the obligations approve such arrangements and (ii) completes and executes all questionnaires, powers of the Selling Stockholdersattorney, which the Selling Stockholders acknowledgeindemnities, to furnish all information underwriting agreements and materials and to take any and all actions as may be other documents reasonably required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date terms of such registration statementunderwriting arrangements. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations obligation of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are is subject to each of the following limitations, conditions and qualifications:. (a) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 180 days, in the case of a registration pursuant to Section 2.1 or 2.2, and 30 days in the case of a registration pursuant to Section 2.8) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 2.1, if the duration of Company determines, in its reasonable judgment, that such postponement or suspension may not exceed the earlier to occur of registration and offering (i) 15 days after would interfere with any financing, acquisition, merger, consolidation, material joint venture, corporate reorganization or other material transaction involving the cessation Company or any of the circumstances described in clauses (A) and (B) below its Affiliates, or (ii) 120 days after the date would require premature disclosure of any of the determination foregoing transactions (or of the Board existence of Directors negotiations, discussions or pending proposals with respect thereto) or of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financingthreatened litigation, recapitalizationclaim, acquisition assessment or disposition), the disclosure of governmental investigation which at such time could would be adverse material to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and promptly gives the underwriters with respect Holders requesting registration thereof pursuant to Section 2.1 written notice of such registration advise that such registration would be adversely affecteddelay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders such Holders of such determination, and the Selling Stockholders Registrable Securities requesting registration thereof pursuant to Section 2.1 shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension such withdrawal, such request shall not be counted for purposes of the right requests for registration to make sales, which Holders are entitled pursuant to receive an extension of the registration period equal to the number of days of the suspensionSection 2.1 hereof. (b) The Company shall not be required hereby obligated to include effect the registration of Registrable Securities of any Holder pursuant to Section 2.1, 2.2 or 2.8 unless such Holder consents to reasonable conditions imposed by the Company, including without limitation: (i) conditions prohibiting the sale of shares by such Holder until the registration shall have been effective for a specified period of Common Stock time; (ii) conditions requiring such Holder to comply with all prospectus delivery requirements of the Securities Act and with all anti-stabilization, anti-manipulation and similar provisions of Section 10 of the Exchange Act and any rules issued thereunder by the Commission, and to furnish to the Company information about sales made in such public offering; (iii) conditions prohibiting such Holder from effecting the sale of shares upon receipt of telegraphic or Common Stock Equivalents in written notice from the Company (until further notice) given to permit the Company to correct or update a registration statement ifor prospectus; and (iv) conditions requiring that at the end of the period during which the Company is obligated to keep the registration statement effective under Section 2.3(b) or 2.8(c), in the written opinion (such Holder shall discontinue sales of shares pursuant to be issued to, and relied such registration statement upon by, the Stockholders seeking inclusion) receipt of outside counsel to notice from the Company of recognized standing in securities law mattersits intention to remove from registration the shares covered by such registration statement that remain unsold, and requiring such Holder to notify the beneficial owners Company of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all the number of such shares Registrable Securities registered that remain unsold promptly upon receipt of Common Stock or Common Stock Equivalents within notice from the current calendar quarter without registration under Rule 144 under the Securities ActCompany. (c) The Company's obligations Holders shall use their reasonable best efforts to effect as wide a distribution of such Registrable Securities as reasonably practicable, and in no event shall any sale of Registrable Securities be subject made knowingly to (i) any Person (including its Affiliates) or (ii) any Persons or entities which are to the obligations knowledge of such Holders (or to the knowledge of any underwriter for such Holders) part of any "group" within the meaning of Regulation 13D of the Selling StockholdersExchange Act which includes such purchaser or any of its Affiliates that, which after giving effect to such sale, would beneficially own securities representing more than 5% of the Selling Stockholders acknowledgeaggregate voting power of all outstanding voting securities of the Company. The Holders of such Registrable Securities shall secure the agreement of their underwriter or underwriters, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company if any, for such offering to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementforegoing. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act set forth in Section 6 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the 180-day period specified described in clause (i) of Section 4.3(a)) 6.2 hereof. Such postponement or suspension may be effected only if the Board of Directors of the Company determines reasonably and in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of a registration statementsecurities, to withdraw the request for registration by giving written notice to acquisition, corporate reorganization or other significant transaction involving the Company within 10 days after receipt or any of the Company's notice its Affiliates or (y) in the case require disclosure of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to material information which the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholdershas a bona fide business purpose for preserving as confidential, which the Selling Stockholders acknowledgefinancing, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements offer or sale of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.securities, acquisition, corporate reorganization or other

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares described in Section 2 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or of effectiveness of, or suspend the rights right of Selling Stockholders any Holder to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but under the registration covenants described in Section 2 hereof; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of 90 days in any 365-day period. Such postponement or suspension may be effected only if (i) 15 days after (A) an event or circumstance occurs and is continuing as a result of which such Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the cessation Company’s good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances described in clauses (Aunder which they were made) not misleading and (BB)(1) below the Company determines in its good faith judgment that the disclosure of the event at that time would have a material adverse effect on the business, operations or prospects of the Company or (2) the disclosure otherwise relates to a material business transaction or development that has not yet been publicly disclosed or (ii) 120 days after the date of the determination of the Board of Directors of the Company shall have received a notice referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (iSections 3b(ii)-(iv) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedhereof. If the Company shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the Selling Stockholders Holders of such determinationdetermination (in each case, a “Suspension Notice”). Upon receipt of such Suspension Notice, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 3(h) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and the Selling Stockholders shall have the right (x) has received copies of any additional or supplemental filings that are incorporated by reference in the case of Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a postponement of Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the filing Company with more recently dated Prospectuses or effectiveness of a registration statement, to withdraw the request for registration by giving written notice (ii) deliver to the Company within 10 days after (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities that was current at the time of receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspensionSuspension Notice. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's ’s obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations (including any comments issued by the SEC staff with respect to the Registration Statement or the matters related thereto) to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock Issuers and Common Stock Equivalents to be registered under the Securities Act Guarantors set forth in this Section 3 are subject to each of the following limitations, conditions and qualifications: (ai) The Company Subject to the next sentence of this paragraph, the Issuers and Guarantors shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but them hereunder; provided, however, that the duration of such postponement or suspension may not exceed extend beyond the earlier to occur of (iA) 15 days the day after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors referred to in the next sentence. Such postponement or suspension may be effected only if the Manager and Board of Directors, as applicable, of the Company referred Issuers determine reasonably and in good faith that the filing or effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Issuers or any of their affiliates or require disclosure of material information that the Issuers have a bona fide business purpose for preserving as confidential; provided, however, that the Issuers shall be entitled to below, and the duration of such postponement or suspension shall be excluded from only once during the calculation term of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedthis Agreement. If the Company shall Issuers so delay postpone the filing of a registration statement, it Registration Statement they shall, as promptly as possible, notify deliver a certificate signed by the Selling Stockholders chief executive officer of each of the Issuers to the Holders as to such determination, and . The exercise by the Selling Stockholders shall have the right (xIssuers of their rights under this Section 3(e) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby relieve them of their obligation to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in pay Additional Interest pursuant to Section 4 if the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall Registration Statement is not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested filed by the underwriters with respect to such registrationapplicable Filing Date or declared effective by the applicable Effectiveness Date or postponed or suspended beyond the period specified therein.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents the Restricted Shares to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders the Shareholder to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (Ai) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (Bii) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as reasonably promptly as possible, notify the Selling Stockholders Shareholder of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersShareholder, which the Selling Stockholders acknowledgeShareholder hereby acknowledges, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (dc) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration. (d) If requested by the Company, Shareholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Shareholder Common Stock (other than in accordance with Section 2.1) within 90 days before or 180 days after the effective date of a registration statement filed pursuant to Section 2.1.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; PROVIDED, HOWEVER, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of any such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or any of its affiliates (including whether or not planned, proposed or authorized prior to an exercise of demand registration rights hereunder or any pending other registration rights agreement) or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedbona fide business purpose for preserving as confidential. If the Company shall so delay postpone the filing or effectiveness of a registration statement, Registration Statement or so suspend the rights of Holders to make sales it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the two Demand Registrations the Company is required to effect pursuant to Section 2.1 hereof. (bii) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement pursuant to Section 2.2 hereof if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter quarter, without registration registration, under Rule 144 144, which opinion may be based in part upon the representation by such Holders, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act and (ii) all requirements under the Securities ActAct for effecting such sales are satisfied at such time. (ciii) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (div) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares described in Sections 4 and 5 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Company shall not be entitled required by this Agreement to postpone for include securities in a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders Registration Statement relating to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of a Piggy-Back Registration above if (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders seeking registration and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter succeeding three-month period, without registration registration, under Rule 144 under the Securities Act, which opinion may be based in part upon the representation by the Holders of such securities seeking registration, which registration shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Act, and (ii) all requirements under the Act for effecting such sales are satisfied at such time. (cb) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and not to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (dc) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is requested by the underwriters with respect to such registration. (d) The Company shall not be required by this Agreement to include securities in or maintain a Shelf Registration if, at the time of such demand, the Company is no longer subject to Section 13 or 15(d) of the Exchange Act.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its commercially reasonable efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall not be obligated to file any registration statement pursuant to Section 3.1 at any time if the Company would be required to include financial statements audited as of any date other than the end of its fiscal year. (b) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 120 days) the filing filing, supplementing or effectiveness of, amending or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 3.1 if the duration Company determines, in its reasonable judgment, that such registration and offering would interfere with, or require public disclosure of, any financing, acquisition, disposition, corporate reorganization or other transaction involving the Company or any of its Significant Subsidiaries, and promptly gives the holders of Registrable Securities requesting registration pursuant to Section 3.1 written notice of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation determination and an approximation of the circumstances described in clauses (A) and (B) below or (ii) anticipated delay; provided, however, that after any exercise of its right to postpone the filing of a registration statement under this Section 3.6(b), the Company shall not, within 120 days after the date of the determination expiration of any such postponement, exercise again its right of postponement under this Section 3.6(b). The Company shall notify the Selling Holders of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation expiration of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affecteddelay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders such holders of such determination, and the Selling Stockholders Registrable Securities requesting registration pursuant to Section 3.1 shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 15 days after receipt of the Company's notice or (y) from the Company of the end of such delay and, in the case event of a suspension such withdrawal, such request for registration to which holders of the right Registrable Securities are entitled pursuant to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company Section 3.1 shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in considered a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any request for registration pursuant hereto unless to Section 3.1 (thereby allowing such audit is requested by the underwriters with respect holders to such registrationmake a demand for registration pursuant to Section 3.1 at another time).

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.2 and Common Stock Equivalents to be registered under the Securities Act 2.3 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but pursuant to Section 2.2 or 2.3 thereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the 180-day period specified described in clause (iSection 2.2(b) of and the 30-day period described in Section 4.3(a)2.1(a) hereof. Such postponement or suspension may be effected only if the Board of Directors of the Company determines reasonably and in good faith that (A) there is a the filing or effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any material undisclosed development in the business financing, offer or affairs sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company (including or any pending or proposed of its Subsidiaries which material financing, recapitalizationoffer or sale of securities, acquisition acquisition, corporate reorganization or disposition)other significant transaction is under active consideration at the time of such postponement or suspension; provided, the disclosure of which at such time could be adverse to the Company's interests or (B) however, that the Company has filed a registration statement with the SEC, such registration statement has shall not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect be entitled to such registration advise that such registration would be adversely affectedpostponement or suspension more than twice in any twelve-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the Chief Executive Officer or President of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension.. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the two Demand Registrations the Company is required to effect pursuant to Section 2.2 hereof; (bii) The Company shall not be required hereby by this Agreement to include shares file a registration statement with respect to a Demand Registration during the period starting with the date of filing of, and within 90 days immediately following, the effective date of any registration statement under the Securities Act pertaining to a firmly underwritten offering of equity securities of the Company for its own account; PROVIDED that this clause (ii) shall not apply from and after April 1, 2006. (iii) The Company shall not be required by this Agreement to file a registration statement with respect to a Demand Registration during the period starting with the date of filing of, and within 60 days immediately following, the effective date of any registration statement pertaining to a firmly underwritten offering of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company for the account of recognized standing in securities law mattersany security holder of the Company; PROVIDED, HOWEVER, that the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would Company shall not be free entitled to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Actinvoke this clause (iii) more than once during any 12-month period. (civ) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials required of such Selling Holders and to take any and all actions required of such Selling Holders as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement.Registration Statement; and (dv) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is required by the SEC or requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Subject Shares to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders the Shareholder to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (iw) 15 45 days after the cessation of the circumstances described in clauses (Ai) and (Bii) below or (iix) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (ix) of Section 4.3(a4.4(a)) ), if the Board of Directors of the Company determines in good faith that (Ai) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could would be adverse to the Company's interests or interests, (Bii) the Company has otherwise filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected, or (iii) registration at the time would require the inclusion of pro forma or other information, which requirement the Company is reasonably unable to comply with without incurring material expense. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possiblepracticable, notify the Selling Stockholders Shareholder of such determination, and the Selling Stockholders Shareholder shall have the right (xy) in the case of a postponement of the filing or effectiveness of a registration statement, statement to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period period, if applicable, equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersShareholder, which the Selling Stockholders acknowledgeShareholder hereby acknowledges, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and state securities regulations and to obtain any acceleration of the effective date of such registration statementstatement or maintain the effectiveness or currency thereof. (dc) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration. (d) If requested by an underwriter in an underwritten offering, the Shareholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144, of any Common Stock (other than in accordance with Sections 4.1 or 4.2) within 30 days before or 180 days after the effective date of a registration statement filed pursuant to Sections 4.1 or 4.2.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of Anything in this Agreement to the contrary notwithstanding, it is understood and agreed that the Company may require any holder of Registrable Securities to use its reasonable efforts to cause shares of Common Stock cease selling under, and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or delay seeking effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise and shall not be required to be preparedfile a Registration Statement, filed and made and kept amendment or post-effective by it hereunder (but the duration of such postponement amendment thereto or suspension may not exceed the earlier Prospectus supplement or to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below supplement or (ii) 120 days after the date of the determination of the Board of Directors of amend any Registration Statement if the Company referred to belowis then involved in discussions concerning, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) otherwise engaged in, an acquisition, disposition, financing or any other material transaction if the Board of Directors of the Company determines in good faith that (A) there is the making of such a material undisclosed development in the business filing, supplement or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which amendment at such time could be adverse to the Company's interests would materially adversely effect or (B) interfere with such transaction; PROVIDED, HOWEVER, that the Company has filed a registration statement with shall not postpone pursuant to this Section 2.6 the SECability of holders selling Registrable Securities to sell or the making of all such filings, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters supplements or amendments with respect to such registration advise that such registration would be adversely affectedall registrations proposed pursuant to this Agreement for more than an aggregate of 90 days in any 12-month period. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares promptly give the holders of Common Stock or Common Stock Equivalents in a registration statement ifRegistrable Securities written notice of such postponement, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel which shall contain no information relating to the Company of recognized standing in securities law matters, the beneficial owners of reasons for such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations postponement but will contain an approximation of the Selling Stockholdersanticipated delay. Upon receipt by a holder of notice of an event of the kind described in this Section 2.6, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit such holder shall forthwith discontinue such holder's disposition of Registrable Securities until such holder's receipt of notice from the Company to comply with all applicable requirements that such disposition may continue and of the SEC and to obtain any acceleration of the effective date of supplemented or amended prospectus indicated in such registration statementnotice. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. (a) The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) Section 4 and (B) below or (ii) 120 days after the date Section 6 of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be this Agreement are subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders (i) to furnish all information and materials described in Section 3(k) hereof and (ii) to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (db) The Notwithstanding anything to the contrary in this Agreement, subject to the next sentence of this paragraph, the Company shall be entitled to postpone, for a reasonable period of time, the effectiveness of, or suspend the rights of any selling Holders Registrable Securities to make sales pursuant to any Registration Statement otherwise required to be prepared, filed and kept effective by it under Section 4 or 6 in the event that, and for a period (a "Blackout Period") not to exceed an aggregate of 90 days in any 12-month period, the board of directors of the Company determines, in good faith, that (1) an event or circumstance occurs and is continuing as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the good faith judgment of the Company's board of directors, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) (a) the disclosure of an event, occurrence or other item at that time would reasonably be expected to have a material adverse effect on the Company's business, operations or prospects or (b) the disclosure otherwise relates to a material business transaction or development that has not yet been publicly disclosed and the board of directors also determines, in good faith, that any disclosure thereof would jeopardize the success of the transaction or that disclosure of the transaction is prohibited by the terms thereof. If the Company shall so postpone the effectiveness of, or suspend the rights of any selling Holders of Registrable Securities to make sales pursuant to, a Registration Statement, it shall, as promptly as possible, notify any selling Holders of Registrable Securities of such determination, and the selling Holders of Registrable Securities shall (x) have the right, in the case of a postponement of the effectiveness of a Registration Statement, upon the affirmative vote of selling Holders of Registrable Securities of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of such notice or (y) in the case of a suspension of the right to make sales, receive an extension of the registration period referred to in Section 4(a) or Section 6(a) hereof, as applicable, equal to the number of days of the suspension. (c) Each Holder agrees, if and to the extent requested by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Resalable Securities, including a sale pursuant to Rule 144A (except as part of such Public Equity Offering), during the 90 day period beginning on the closing date of any such Public Equity Offering (which period may be extended to 180 days in the case of the Company's initial Public Equity Offering), to the extent timely notified in writing by the Company or such managing underwriter or underwriters. In the event that the Company is not otherwise in compliance with the provisions of this Agreement at the time the Company or such managing underwriter or underwriters send notice pursuant to this Section 5(c), the Holders shall not be obligated required to cause comply with this Section 5(c). In addition, the provisions of this Section 5(c) shall not apply to any special audit Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, that any such Holder shall undertake not to be undertaken in connection with effect any registration pursuant hereto public sale or distribution of any Registrable Securities commencing on the closing date of any such Public Equity Offering unless it has provided 45 days' prior written notice of such audit is requested by sale or distribution to the underwriters with respect to such registrationmanaging underwriter or underwriters.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of any such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or any of its affiliates (including whether or not planned, proposed or authorized prior to an exercise of demand registration rights hereunder or any pending other registration rights agreement) or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedbona fide business purpose for preserving as confidential. If the Company shall so delay postpone the filing or effectiveness of a registration statement, Registration Statement or so suspend the rights of Holders to make sales it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the two Demand Registrations the Company is required to effect pursuant to Section 2.1 hereof. (bii) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement pursuant to Section 2.2 hereof if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter quarter, without registration registration, under Rule 144 144, which opinion may be based in part upon the representation by such Holders, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act and (ii) all requirements under the Securities ActAct for effecting such sales are satisfied at such time. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of any such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension.securities, (bii) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement pursuant to Section 2.2 hereof if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter quarter, without registration registration, under Rule 144 144, which opinion may be based in part upon the representation by such Holders, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act and (ii) all requirements under the Securities ActAct for effecting such sales are satisfied at such time. (ciii) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (div) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to may postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective registration statement being used for an underwritten offering) in the event that, and for a period (a "Suspension Period") not to exceed an aggregate of 60 days. A Suspension Period used in respect of Sections 2.1 and 2.2 may be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of effected only if (i) 15 days after an event or circumstance occurs and is continuing as a result of which the cessation registration statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the Company's good faith judgement, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances described in clauses under which they were made, not misleading, and (ii) (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in its good faith judgement that (A) there is the disclosure of such an event at such time would have a material undisclosed development in adverse effect on the business business, operations or affairs prospects of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed disclosure otherwise relates to a registration statement with the SEC, such registration statement material business transaction which has not yet been declared effective, publicly disclosed; provided that the Effectiveness Period shall be extended by the number of days in any Suspension Period; provided further that the Company is using its reasonable best efforts shall not be entitled to have such registration statement declared effectivethe postponement or suspension more than once in any 12-month period; provided further that the Company may suspend the effectiveness for a period not in excess of five Business Days to allow for the updating of the financial statements included in a Registration Statement to the extent required by law, and not to exceed 45 days in the underwriters with respect to such registration advise that such registration would be adversely affectedaggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Subject Equity to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registration the Company is required to effect pursuant to Section 2.1 hereof. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations under this Agreement shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with such laws and regulations and all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1, 2.2 and Common Stock Equivalents to be registered under the Securities Act 2.6 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any prospectus and shall not be required to be preparedamend or supplement the registration statement, filed and made and kept any related prospectus or any document incorporated therein by reference (other than an effective by it hereunder (but registration statement being used for an underwritten offering); PROVIDED that the duration of such postponement or suspension (a "SUSPENSION PERIOD") may not exceed the earlier to occur an aggregate of (i) 15 60 days after the cessation of the circumstances described in clauses (A) and (B) below event or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred circumstance giving rise to belowsuch Suspension Period, and the duration of such postponement or suspension Suspension Period shall be excluded from the calculation of the 120-day period specified described in clause (iSection 2.2(b) hereof; and PROVIDED, FURTHER, that the Company may not effect such a postponement or suspension during the 60 days immediately prior to the expiration of Section 4.3(a)) the Warrants. Such Suspension Period may be effected only if the Company's Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development valid purpose for such Suspension Period and provides notice of such determination to the Holders at their addresses appearing in the business or affairs register of Warrants maintained by the Warrant Agent; PROVIDED, that the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could shall not be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect entitled to such registration advise that such registration would be adversely affectedpostponement or suspension more than once in any 365-day period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but pursuant to Section 2.1 or 2.2 thereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the six month period specified described in clause (i) of Section 4.3(a2.1(b)) . Such postponement or suspension may be effected only if the Board of Directors of the Company determines reasonably and in good faith that (A) there is a the filing or effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any material undisclosed development in the business financing, offer or affairs sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company (including or any pending or proposed of its Subsidiaries which material financing, recapitalizationoffer or sale of securities, acquisition acquisition, corporate reorganization or disposition)other significant transaction is under active consideration at the time of such postponement or suspension; provided, the disclosure of which at such time could be adverse to the Company's interests or (B) however, that the Company has filed a registration statement with the SEC, such registration statement has shall not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect be entitled to such registration advise that such registration would be adversely affectedpostponement or suspension more than twice in any twelve-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the Chief Executive Officer or President of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the three Demand Registrations the Company is required to effect pursuant to Section 2.1 hereof. (b) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents in file a registration statement if, in with respect to a Demand Registration during the written opinion (to be issued toperiod starting with the date of filing of, and relied upon bywithin 120 days immediately following, the Stockholders seeking inclusion) effective date of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking any registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 statement under the Securities ActAct pertaining to a firmly underwritten offering of equity securities of the Company for its own account; provided that this clause (b) shall not apply from and after December 15, 2003. (c) The Company shall not be required by this Agreement to file a registration statement with respect to a Demand Registration during the period starting with the date of notice of a proper demand for the registration of Common Stock of the Company, pursuant to a firmly underwritten offering, for the account of any security holder of the Company in accordance with the terms of the contractual arrangements governing such registration, and ending at the earlier of: (i) the withdrawal of any such registration statement or the request to file such registration statement by the security holder requesting such registration; or (ii) 90 days after the effective date of any such registration statement; provided, however, that the Company shall not be entitled to invoke this clause (c) more than once during any 12-month period. (d) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials required of such Selling Holders and to take any and all actions required of such Selling Holders as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement.Registration Statement; and (de) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is required by the SEC or requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. (a) The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) Section 4 and (B) below or (ii) 120 days after the date Section 6 of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be this Agreement are subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders (i) to furnish all information and materials described in Section 3(k) hereof and (ii) to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (db) The Subject to the next sentence of this paragraph, the Company or the Registrants (as the case may be) shall be entitled to postpone, for a reasonable period of time, the effectiveness of, or suspend the rights of any selling Holders Registrable Securities to make sales pursuant to any Registration Statement otherwise required to be prepared, filed and kept effective by it under Section 4 or 6 in the event that, and for a period (a “Suspension Period”) not to exceed an aggregate of 90 days in any 365-day period (1) an event or circumstance occurs and is continuing as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the good faith judgment of the Company’s board of directors, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) (a) the board of directors of the Company determines in its good faith judgment that the disclosure of the event or circumstance at that time would have a material adverse effect on the Company’s business, operations or prospects or (b) the disclosure otherwise relates to a material business transaction or development that has not yet been publicly disclosed. If the Company or the Registrants (as the case may be) shall so postpone the effectiveness of, or suspend the rights of any selling Holders of Registrable Securities to make sales pursuant to, a Registration Statement, it shall, as promptly as possible, notify any selling Holders of Registrable Securities of such determination, and the selling Holders of Registrable Securities shall (y) have the right, in the case of a postponement of the effectiveness of a Registration Statement, upon the affirmative vote of selling Holders of Registrable Securities of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company or the Registrants (as the case may be) within 10 days after receipt of such notice or (z) in the case of a suspension of the right to make sales, receive an extension of the registration period referred to in Section 4(a) or Section 6(a) hereof, as applicable, equal to the number of days of the suspension. (c) Each Holder agrees, if and to the extent requested by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144A (except as part of such Public Equity Offering), during the 90 day period beginning on the closing date of any such Public Equity Offering (which period may be extended to 180 days in the case of the Company’s initial Public Equity Offering), to the extent timely notified in writing by the Company or such managing underwriter or underwriters. In the event that the Company is not otherwise in compliance with the provisions of this Agreement at the time the Company or such managing underwriter or underwriters send notice pursuant to this Section 5(c), the Holders shall not be obligated required to cause comply with this Section 5(c). In addition, the provisions of this Section 5(c) shall not apply to any special audit Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, that any such Holder shall undertake not to be undertaken in connection with effect any registration pursuant hereto public sale or distribution of any Registrable Securities commencing on the closing date of any such Public Equity Offering unless it has provided 45 days’ prior written notice of such audit is requested by sale or distribution to the underwriters with respect to such registrationmanaging underwriter or underwriters.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares described in Section 2 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or of effectiveness of, or suspend the rights right of Selling Stockholders any Holder to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but under the registration covenants described in Section 2 hereof; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of 90 days in any 365-day period. Such postponement or suspension may be effected only if (i) 15 days after (A) an event or circumstance occurs and is continuing as a result of which such Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the cessation Company’s good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances described in clauses (Aunder which they were made) not misleading and (BB)(1) below the Company determines in its good faith judgment that the disclosure of the event at that time would have a material adverse effect on the business, operations or prospects of the Company or (2) the disclosure otherwise relates to a material business transaction or development that has not yet been publicly disclosed or (ii) 120 days after the date of the determination of the Board of Directors of the Company shall have received a notice referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (iSection 3(b)(iii) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedhereof. If the Company shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the Selling Stockholders Holders of such determinationdetermination (in each case, a “Suspension Notice”). Upon receipt of such Suspension Notice, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 3(h) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and the Selling Stockholders shall have the right (x) has received copies of any additional or supplemental filings that are incorporated by reference in the case of Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a postponement of Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the filing Company with more recently dated Prospectuses or effectiveness of a registration statement, to withdraw the request for registration by giving written notice (ii) deliver to the Company within 10 days after (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities that was current at the time of receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspensionSuspension Notice. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's ’s obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations (including any comments issued by the SEC staff with respect to the Registration Statement or the matters related thereto) to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1, 2.2 and Common Stock Equivalents to be registered under the Securities Act 2.6 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any prospectus and shall not be required to be preparedamend or supplement the registration statement, filed and made and kept any related prospectus or any document incorporated therein by reference (other than an effective by it hereunder (but registration statement being used for an underwritten offering); provided that the duration of such postponement or suspension (a "Suspension Period") may not exceed up to two 30- day consecutive-day periods in any 12-month period and provided further, that the earlier Suspension Period may not occur during the 30-consecutive-day period immediately after the Exercise Date and during the 30-consecutive-day period immediately prior to occur of July 15, 2008. Such Suspension Period may be effected only if (i) 15 days after the cessation of the circumstances described Company's Board determines in clauses (A) its good faith that there is a valid business purpose for such suspension and (B) below or (ii) 120 days after provides notice that such determination was made by the date Company's Board to the Holders of the determination of the Board of Directors of Warrants; provided, however, that in no event shall the Company referred be required to below, and disclose the duration of business purpose for such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is such business purpose must remain confidential; and provided further, however, that the Effectiveness Period shall be extended by the number of days in any Suspension Period. The Company may further suspend effectiveness for a material undisclosed development period not in excess of 5 Business Days to allow for the business or affairs updating of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse financial statements included in a Registration Statement to the Company's interests or (B) the Company has filed a registration statement with the SECextent required by law, such registration statement has suspension for updating financial statements not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedexceed 45 calendar days in aggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of Anything in this Registration Rights Agreement to the Company contrary notwithstanding, it is understood and agreed that Parent shall not be required to use its reasonable efforts file a registration statement or any amendment or post-effective amendment thereto or prospectus supplement or to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing supplement or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, amend any registration statement if Parent is then involved in discussions concerning, or is otherwise required to be preparedengaged in, filed and made and kept effective by it hereunder (but the duration of such postponement any financing, acquisition or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowinvestment transaction, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board board of Directors directors of the Company Parent determines in good faith that (A) there is the making of such a material undisclosed development in the business filing, supplement, amendment or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which post-effective amendment at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall detrimental to Parent and its stockholders or would interfere with such transaction so delay the filing of a registration statement, it long as Parent shall, as promptly soon as possiblepracticable thereafter, notify make such filing, supplement, amendment or post-effective amendment; provided, however, that Parent shall not postpone such filing, supplement, amendment or post-effective amendment for more than an aggregate of 60 days from the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's demand notice or (y) from the Initiating Holders; provided, further, that Parent shall not exercise such right to defer filing more often than once in any 12-month period. Parent shall promptly give the case Holders written notice of any such postponement, containing a suspension general statement of the right to make sales, to receive reasons for such postponement and an extension approximate length of the registration anticipated delay. Upon receipt by a Holder of notice of an event of the kind described in this Section 2.3, such Holder shall forthwith discontinue such Holder’s disposition of Registrable Securities until such Holder’s receipt of notice from Parent that such disposition may continue and of any supplemented or amended prospectus indicated in such notice. Should Parent postpone any filing, supplement, amendment or post-effective amendment pursuant to the provisions of this Section 2.3, then (i) the one-year period for submission of Demand Registration requests referenced in Section 2.1(a), (ii) the one-year period referenced in Section 2.2(a), and (iii) the term of this Agreement, each shall be automatically extended for a period equal to the number of days of the suspension. such postponement (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations any successive postponement shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementcumulative). (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of the Shareholder Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, (BUT NOT THE PREPARATION OF) any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of if: (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the The Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could would be adverse to the Company's interests (but the duration of such postponement may not exceed the earlier to occur of (u) 30 days after the cessation of the circumstances described in this clause (i) or (Bv) 90 days after the date of the determination of the Board of Directors to postpone the filing or effectiveness of a registration, and the USOL HOLDINGS, INC. COMMON AND WARRANT REGISTRATION RIGHTS AGREEMENT duration of such postponement shall be excluded from the calculation of the period specified in clause (x) of Section 3.4(a)); or (ii) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If affected (but the duration of such postponement or suspension may not exceed the earlier to occur of (u) 30 days after the effectiveness of the previously filed registration statement, or (v) 90 days after the determination of the Board of Directors to postpone filing a registration statement required to be filed hereunder), and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (x) of Section 3.4(a); or (iii) the Board of Directors of the Company determines in good faith prior to the receipt of a request for demand registration to effect a registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (but the duration of such postponement may not exceed the earlier to occur of (u) 30 days after the effectiveness of the previously prepared registration statement, or (v) 90 days after the determination by the Board of Directors to postpone the filing of a registration statement required to be filed hereunder); or (iv) the Company shall so delay the filing of a registration statementstatement as described in (i), (ii) or (iii) above, it shall, as promptly as possiblepracticable, notify the Selling Stockholders Securityholders of such determination, and the Selling Stockholders Securityholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, statement to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice notice. Notwithstanding the foregoing, the Company may make such postponement or (y) suspension no more than one time in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspensionany 18 month period. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersSecurityholders, which each of the Selling Stockholders acknowledgeShareholders hereby acknowledges, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and state securities regulations and to obtain any acceleration of the effective date of such registration statementstatement or maintain the effectiveness or currency thereof. (dc) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration. (d) Each Shareholder agrees that, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including a Qualified IPO, the Shareholder shall not publicly USOL HOLDINGS, INC. COMMON AND WARRANT REGISTRATION RIGHTS AGREEMENT sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, or otherwise publicly dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any equity securities of the Company without the prior written consent of the Company's underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company's underwriters, such period of time is not to exceed 180 days in the case of a Qualified IPO and 90 days in the case of a secondary offering by the Company.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of any such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or any of its affiliates (including whether or not planned, proposed or authorized prior to an exercise of demand registration rights hereunder or any pending other registration rights agreement) or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedbona fide business purpose for preserving as confidential. If the Company shall so delay postpone the filing or effectiveness of a registration statement, Registration Statement or so suspend the rights of Holders to make sales it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the three Demand Registrations the Company is required to effect pursuant to Section 2.1 hereof. (b) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement pursuant to Section 2.2 hereof if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter quarter, without registration registration, under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders144, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as opinion may be required under applicable federal and state securities laws and regulations to permit based in part upon the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.representation

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. (a) The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the 180-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may be effected only if the Board of Directors of the Company determines reasonably and in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, divestiture, corporate reorganization or other significant transaction involving the Company (including or any pending of its Affiliates or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with bona fide business purpose for preserving as confidential, which financing, offer or sale of securities, acquisition, divestiture, corporate reorganization or other significant transaction had been initiated at the SECtime of the filing of such Registration Statement; provided, such registration statement has not yet been declared effectivehowever, that the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect shall not be entitled to such registration advise that such registration would be adversely affectedpostponement or suspension more than twice in any twelve-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the Chief Executive Officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the single Demand Registration the Company may be required to effect pursuant to Section 2.1 hereof. (ii) The Company shall not be required by this Agreement to effect a Demand Registration within 180 days immediately following the effective date of any registration statement pertaining to a firmly underwritten offering of equity securities of the Company for its own account; provided, however, that this clause (ii) shall not apply if the underwriter of such offering consents to the request for such Demand Registration pursuant to Section 2.1(a). (b) The Company shall not be required hereby by this Agreement to include shares effect a Demand Registration within 120 days immediately following the effective date of Common Stock or Common Stock Equivalents in a any registration statement ifpertaining to a firmly underwritten offering of equity securities of the Company for the account of any security holder of the Company; provided, in however, that this clause (ii) shall not apply if the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) underwriter of outside counsel such offering consents to the Company of recognized standing in securities law matters, the beneficial owners of request for such Common Stock or Common Stock Equivalents seeking registration would be free Demand Registration pursuant to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities ActSection 2.1(a). (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is required by the SEC or requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of Anything in this Agreement to the contrary notwithstanding, it is understood and agreed that the Company shall not be required to use its reasonable efforts file a Registration Statement, amendment or post-effective amendment thereto or prospectus supplement or to cause shares of Common Stock and Common Stock Equivalents to be registered under supplement or amend any Registration Statement if the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness ofis then involved in discussions concerning, or suspend the rights of Selling Stockholders to make sales pursuant tootherwise engaged in, any registration statement otherwise required to be preparedan acquisition, filed and made and kept effective by it hereunder (but the duration of such postponement disposition, financing or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) other material transaction if the Board of Directors of the Company determines in good faith that (A) there is the making of such a material undisclosed development in the business filing, supplement or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which amendment at such time could be adverse to the Company's interests would materially adversely effect or (B) interfere with such transaction so long as the Company has filed shall, as soon as practicable thereafter (but in no event more than 90 days thereafter) make such filing, supplement or amendment. The Company shall promptly give the Holders of Registrable Securities written notice of such postponement, containing a registration general statement with of the SECreasons for such postponement and an approximation of the anticipated delay Upon receipt by a Holder of notice of an event of the kind described in this Section 2.7, such registration statement has not yet been declared effective, Holder shall forthwith discontinue such Holder's disposition of Registrable Securities until such Holder's receipt of notice from the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affecteddisposition may continue and of any supplemented or amended prospectus indicated in such notice. If the Company shall so delay postpones the filing of a registration statement, it shallHolders of Registrable Securities requesting registration thereof pursuant to Section 2.1, as promptly as possiblerepresenting not less than 33 1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66 2/3% of the Initiating Holders, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations counted for purposes of the Selling Stockholders, requests for registration to which the Selling Stockholders acknowledge, Holders of Registrable Securities are entitled pursuant to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementSection 2.1. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. (a) The obligations of the Company to use its reasonable efforts to cause shares include a Holder in a Piggy-Back Registration as described in Section 5.3 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration obligations of such postponement or suspension may not exceed the earlier Holder to occur of (i) 15 days after the cessation of the circumstances furnish all information and materials described in clauses (ASection 5.1(i) hereof and (B) below or (ii) 120 days after any information as may be requested by the date of the determination of the Board of Directors of the Company referred to below, and the duration of SEC in connection with such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspensionPiggy-Back Registration. (b) The Company Each Holder of Warrants and Registrable Securities electing to participate in a Public Equity Offering agrees, if and to the extent requested by the managing underwriter or underwriters in such Public Equity Offering and to the same extent as requested of all similarly situated Holders, not to sell, transfer or otherwise dispose of any Registrable Securities (other than those Registrable Securities included in the Public Equity Offering) owned by it, including a sale pursuant to Rule 144 (except as part of such Public Equity Offering), for a period of 90 days from the consummation of such Public Equity Offering, unless the Managing Underwriter of the Public Equity Offering otherwise agrees, and to enter into a customary lock-up agreement with the managing underwriter. In addition, the provisions of this Section 5.2(b) shall not be required hereby apply to include shares any Holder of Common Stock Registrable Securities if such Holder is prevented by applicable statute or Common Stock Equivalents in a registration statement ifregulation from entering into any such agreement; provided, in that any such Holder shall undertake not to effect any sale or other disposition of any Registrable Securities commencing on the consummation of any such Public Equity Offering unless it has provided 10 Business Days’ prior written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) notice of outside counsel such sale or other disposition to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock managing underwriter or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Actunderwriters. (c) The Company's obligations Company shall be subject have the sole right to the obligations select any investment banker(s) and manager(s) for any offering of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementits securities. (d) Except as may be required to be furnished to any applicable Holder pursuant to Section 5.1(d) hereof, any document required to be furnished to the Holders pursuant hereto shall be deemed to have been furnished if such document is publicly filed with the SEC. The Company shall not be obligated have the right to cause any special audit to be undertaken in connection with terminate or withdraw any registration pursuant hereto unless prior to the effectiveness of such audit is requested registration, whether or not any holder of Registrable Securities has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the underwriters Company in accordance with respect to such registrationSection 5.5 hereof.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares or Weekly Reader, as applicable, described in Sections 6, 7 and 8 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company or Weekly Reader, as applicable, shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holder to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but under the registration covenants described in Section 6 or Section 8 hereof; PROVIDED, HOWEVER, that the duration of such postponement or suspension may not exceed the earlier to occur of 90 days in any twelve-month period. Such postponement or suspension may only be effected if (i) 15 days after the cessation SEC issues any stop order suspending the effectiveness of the Registration Statement under the Act or the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (ii) any fact exists or any event occurs that makes any statement of a material fact made in such Registration Statement, Prospectus any amendment or supplement or any document incorporated by reference therein untrue, or that requires the making of additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in light of the circumstances described in clauses (A) and (B) below under which they were made, not misleading or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (Biii) the Company has filed or Weekly Reader, as applicable, so determines for valid business reasons, including without limitation, as a registration statement with result of a potential acquisition, divestiture of assets or other material corporate transaction, that a Registration Statement is no longer effective or the SEC, such registration statement has not yet been declared effective, the Company Prospectus included therein is using its reasonable best efforts to have such registration statement declared effective, no longer usable for offers and the underwriters with respect to such registration advise that such registration would be adversely affectedsales of Registrable Securities. If the Company or Weekly Reader, as applicable, shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall have the right (x) have the right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmation vote of the Selling Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company or Weekly Reader, as applicable, within 10 days after receipt of the Company's notice such notice, or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspensionsuspension (as set forth in Section 5). Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registration referred to in Section 6 hereof. The time period regarding the effectiveness of any Registration Statement pursuant to Section 6, 7 or 8 hereof, as applicable, shall be extended by a number of days equal to the number of days in the suspension period described in this Section 10(a). (b) The Company or Weekly Reader, as applicable, shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement relating to a Piggy-back Registration above if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersor Weekly Reader, as applicable, addressed to the Holders seeking registration and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter succeeding three-month period, without registration registration, under Rule 144 under the Securities Act, which opinion may be based in part upon the representation by the Holders of such securities seeking registration, which registration shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company or Weekly Reader, as applicable, within the meaning of the Act, and (ii) all requirements under the Act for effecting such sales are satisfied at such time. (c) The Company's or Weekly Reader's, as applicable, obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company or Weekly Reader, as applicable, to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company or Weekly Reader, as applicable, shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is to this Agreement. (e) Each Holder of Registrable Securities agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (except as part of such Public Equity Offering), during the 90-day period beginning on the closing date of any such Public Equity Offering (which period shall be 180 days in the case of the Company's or Weekly Reader's, as applicable, Initial Public Offering), to the extent timely notified in writing by the Company or Weekly Reader, as applicable, or such managing underwriter or underwriters. In the event that the Company or Weekly Reader, as applicable, is not otherwise in compliance with respect the registration provisions of this Agreement at the time the Holders receive any notice pursuant to this Section 10(e), the Holders shall not be required to comply with this Section 10(e). In addition, the provisions of this Section 10(e) shall not apply to any Holder of Registrable Securities if such registrationHolder is prevented by, on the written advice of outside counsel, applicable statute or regulation from entering into any such agreement; PROVIDED, that any such Holder shall undertake not to effect any public sale or distribution of any Registrable Securities commencing on the closing date of any such Public Equity Offering unless it has provided 45 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone (A) postpone, for a reasonable period of time (but not exceeding an aggregate of 90 days within any 360 day period), the filing or effectiveness of, or suspend the rights updating of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder pursuant to Section 2.1 or (but the duration B) take such actions that would result in holders of such postponement Registrable Securities not being able to offer or suspension may not exceed the earlier sell Registrable Securities pursuant to occur registration for a reasonable period of time, if (i) the Company determines, in its good faith judgment, that such registration or offering would (x) require the disclosure of material information for which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential (provided that the period for which holders of Registrable Securities shall not be able to offer or sell Registrable Securities pursuant to registration in accordance with this Section 2.7(B)(i)(x) shall not exceed 15 days after within any 360 day period) or (y) interfere with any material financing, acquisition, corporate reorganization or other material transaction involving the cessation Company or any of its affiliates (provided that the circumstances described period for which holders of Registrable Securities shall not be able to offer or sell Registrable Securities pursuant to registration in clauses accordance with this Section 2.7(B)(i)(y), together with any period under Section 2.7(B)(i)(x), shall not exceed 90 days in any 360 day period) or (ii) if (A) the effective date of any registration statement would otherwise be at least 45 calendar days, but fewer than 90 calendar days, after the end of the Company's fiscal year and (B) below or the Securities Act requires the Company to include audited financials as of the end of such fiscal year, the Company may delay the effectiveness of such registration statement for such period as is reasonably necessary to include therein the audited financial statements for such fiscal year (ii) 120 but in no event shall the Company delay more beyond 90 calendar days after the date Company's fiscal year), and, in each case, promptly gives the holders of Registrable Securities requesting registration thereof written notice of such determination, containing a general statement of the determination of the Board of Directors of the Company referred to below, and the duration of reasons for such postponement or suspension such actions, as the case may be, and an approximation of the anticipated delay; provided, that the number of days of any actual Suspension Period (as hereinafter defined) shall be excluded from added on to the calculation end of the period periods specified in clause (iSection 2.1(c)(i) of Section 4.3(aor 2.4(ii)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of . Any such period during which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such excused from filing, updating or keeping the registration statement declared effectiveeffective and usable for offers and sales of Registrable Securities is referred to herein as a "Suspension Period". A Suspension Period shall commence on and include the date that the Company gives notice that the registration statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities and shall end on the date on which each seller of Registrable Securities covered by the registration statement either receives copies of the supplemented or amended prospectus contemplated by Section 2.4(viii) hereof or is advised in writing by the Company that the use of the prospectus may be resumed. Notwithstanding anything to the contrary in this Section 2.7, and the underwriters with respect to such registration advise that such registration would in no event shall Suspension Periods be adversely affectedin effect for more than an aggregate of 90 days in any 360 day period. If the Company shall so delay postpone the filing of a registration statement, it shallholders of Registrable Securities requesting registration thereof pursuant to Section 2.1, as promptly as possiblerepresenting not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations counted for purposes of the Selling Stockholders, requests for registration to which the Selling Stockholders acknowledge, holders of Registrable Securities are entitled pursuant to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementSection 2.1 hereof. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of the Shareholder Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders Securityholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (iw) 15 30 days after the cessation of the circumstances described in clauses (Ai) and (Bii) below or (iix) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (ix) of Section 4.3(a3.4(a)) if the Board of Directors of the Company determines in good faith that (Ai) there is a material undisclosed development in the 9 business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could would be adverse to the Company's interests or (Bii) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possiblepracticable, notify the Selling Stockholders Securityholders of such determination, and the Selling Stockholders Securityholders shall have the right (xy) in the case of a postponement of the filing or effectiveness of a registration statement, statement to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersSecurityholders, which the Selling Stockholders acknowledgeShareholder hereby acknowledges, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and state securities regulations and to obtain any acceleration of the effective date of such registration statementstatement or maintain the effectiveness or currency thereof. (dc) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration. (d) If requested by an underwriter in an underwritten offering, the Shareholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Common Stock (other than in accordance with Sections 3.1 or 3.2) within 30 days before or 60 days after the effective date of a registration statement filed pursuant to Sections 3.1 or 3.2.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors of the Company referred to below, and in the duration of such next sentence. Such postponement or suspension shall may only be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) effected if the Board determines in its good faith judgment that the filing or effectiveness of, or sales pursuant to, such Registration Statement could materially impede, delay or interfere with any financing, offer or sale of Directors of securities, acquisition, corporate reorganization or other significant transaction involving the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information or other material development which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedbona fide business purpose for preserving as confidential. If the Company shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Selling Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of a Demand Registration the Company is required to effect pursuant to Section 2.1 hereof. (bii) The Company shall not be required hereby by this Exhibit E to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter without registration under Rule 144 144(k) under the Securities Act, which opinion may be based in part upon the representation by the Holders of such securities seeking registration, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act, and (ii) all requirements under the Securities Act for effecting such sales are satisfied at such time. (ciii) The Company's ’s obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents Equivalents, as the case may be, to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (iw) 15 30 days after the cessation of the circumstances described in clauses (Ai) and (Bii) below or (iix) 120 180 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (ix) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (Ai) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (Bii) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (xy) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days Business Days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.or

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone (A) postpone, for a reasonable period of time (but not exceeding an aggregate of 90 days within any 360 day period), the filing or effectiveness of, or suspend the rights updating of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder pursuant to Section 2.1 or (but the duration B) take such actions that would result in holders of such postponement Registrable Securities not being able to offer or suspension may not exceed the earlier sell Registrable Securities pursuant to occur registration for a reasonable period of time, if (i) the Company determines, in its good faith judgment, that such registration or offering would (x) require the disclosure of material information for which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential (provided that the period for which holders of Registrable Securities shall not be able to offer or sell Registrable Securities pursuant to registration in accordance with this Section 2.7(B)(i)(x) shall not exceed 15 days after within any 360 day period) or (y) interfere with any material financing, acquisition, corporate reorganization or other material transaction involving the cessation Company or any of its affiliates (provided that the circumstances described period for which holders of Registrable Securities shall not be able to offer or sell Registrable Securities pursuant to registration in clauses accordance with this Section 2.7(B)(i)(y), together with any period under Section 2.7(B)(i)(x), shall not exceed 90 days in any 360 day period) or (ii) if (A) the effective date of any registration statement would otherwise be at least 45 calendar days, but fewer than 90 calendar days, after the end of the Company's fiscal year and (B) below or the Securities Act requires the Company to include audited financials as of the end of such fiscal year, the Company may delay the effectiveness of such registration statement for such period as is reasonably necessary to include therein the audited financial statements for such fiscal year (ii) 120 but in no event shall the Company delay more beyond 90 calendar days after the date Company's fiscal year), and, in each case, promptly gives the holders of Registrable Securities requesting registration thereof written notice of such determination, containing a general statement of the determination of the Board of Directors of the Company referred to below, and the duration of reasons for such postponement or suspension such actions, as the case may be, and an approximation of the anticipated delay; PROVIDED, that the number of days of any actual Suspension Period (as hereinafter defined) shall be excluded from added on to the calculation end of the period periods specified in clause (iSection 2.1(c)(i) of Section 4.3(aor 2.4(ii)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of . Any such period during which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such excused from filing, updating or keeping the registration statement declared effectiveeffective and usable for offers and sales of Registrable Securities is referred to herein as a "Suspension Period". A Suspension Period shall commence on and include the date that the Company gives notice that the registration statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities and shall end on the date on which each seller of Registrable Securities covered by the registration statement either receives copies of the supplemented or amended prospectus contemplated by Section 2.4(viii) hereof or is advised in writing by the Company that the use of the prospectus may be resumed. Notwithstanding anything to the contrary in this Section 2.7, and the underwriters with respect to such registration advise that such registration would in no event shall Suspension Periods be adversely affectedin effect for more than an aggregate of 90 days in any 360 day period. If the Company shall so delay postpone the filing of a registration statement, it shallholders of Registrable Securities requesting registration thereof pursuant to Section 2.1, as promptly as possiblerepresenting not less than 331/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 662/3% of the Initiating Holders, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations counted for purposes of the Selling Stockholders, requests for registration to which the Selling Stockholders acknowledge, holders of Registrable Securities are entitled pursuant to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementSection 2.1 hereof. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder pursuant to Section 2.1 for a reasonable period of time (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) exceeding 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)days) if the Board of Directors of the Company determines determines, in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effectivejudgment, and the underwriters with respect to such registration advise that such registration and offering, or such offers and sales, would be adversely affectedinterfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates or would require the Company to disclose material non-public information. The Company shall promptly give the requesting holders of Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders requesting holders of such determination, and the Selling Stockholders Registrable Securities shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days (or within the period of postponement if such period is less than 30 days) after receipt of the Company's notice or (y) of postponement in the case event of such withdrawal, such request shall not be deemed a suspension of the right request for registration pursuant to make sales, to receive an extension of the registration period equal to the number of days of the suspensionSection 2.1 hereof. (b) The Company shall not be No holder of Registrable Securities may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in under the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners terms of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Actunderwriting arrangements. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1, 2.2 and Common Stock Equivalents to be registered under the Securities Act 2.6 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any prospectus and shall not be required to be preparedamend or supplement the registration statement, filed and made and kept any related prospectus or any document incorporated therein by reference (other than an effective by it hereunder (but registration statement being used for an underwritten offering); provided that the duration of such postponement or suspension (a "Suspension Period") may not exceed the earlier to occur an aggregate of (i) 15 90 days after the cessation of the circumstances described in clauses (A) and (B) below event or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred circumstance giving rise to below, such Suspension Period and the duration of such postponement or suspension Suspension Period shall be excluded from the calculation of the 60-day period specified described in clause Section 2.1(b) hereof. Such Suspension Period may be effected only if (i) an event or circumstance occurs and is continuing as a result of Section 4.3(a)which the registration statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the Company's good faith judgement, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) if the Board of Directors of (A) the Company determines in its good faith judgement that (A) there is the disclosure of such an event at such time would have a material undisclosed development in adverse effect on the business business, operations or affairs prospects of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed disclosure otherwise relates to a registration statement with the SEC, such registration statement material business transaction which has not yet been declared effectivepublicly disclosed; provided, that the Effectiveness Period shall be extended by the number of days in any Suspension Period; provided, further, that the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect shall not be entitled to such registration advise postponement or suspension more than once in any 12-month period; provided further that such registration would be adversely affectedthe Company may suspend the effectiveness for a period not in excess of 5 Business Days to allow for the updating of the financial statements included in a Registration Statement to the extent required by law, not to exceed 45 days in aggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registration the Company is required to effect pursuant to Section 2.1 hereof. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. (a) The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) Section 4 and (B) below or (ii) 120 days after the date Section 6 of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be this Agreement are subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders (i) to furnish all information and materials described in Section 3(k) hereof and (ii) to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (db) The Subject to the next sentence of this paragraph, the Company or the Registrants (as the case may be) shall be entitled to postpone, for a reasonable period of time, the effectiveness of, or suspend the rights of any selling Holders Registrable Securities to make sales pursuant to any Registration Statement otherwise required to be prepared, filed and kept effective by it under Section 4 or 6 in the event that, and for a period (a “Suspension Period”) not to exceed an aggregate of 90 days in any 365-day period (1) an event or circumstance occurs and is continuing as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the good faith judgment of the Company’s board of directors, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) (a) the board of directors of the Company determines in its good faith judgment that the disclosure of the event or circumstance at that time would have a material adverse effect on the Company’s business, operations or prospects or (b) the disclosure otherwise relates to a material business transaction or development that has not yet been publicly disclosed. If the Company or the Registrants (as the case may be) shall so postpone the effectiveness of, or suspend the rights of any selling Holders of Registrable Securities to make sales pursuant to, a Registration Statement, it shall, as promptly as possible, notify any selling Holders of Registrable Securities of such determination, and the selling Holders of Registrable Securities shall (y) have the right, in the case of a postponement of the effectiveness of a Registration Statement, upon the affirmative vote of selling Holders of Registrable Securities of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company or the Registrants (as the case may be) within 10 days after receipt of such notice or (z) in the case of a suspension of the right to make sales, receive an extension of the registration period referred to in Section 4(a) or Section 6(a) hereof, as applicable, equal to the number of days of the suspension. (c) Each Holder agrees, if and to the extent requested by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Resalable Securities, including a sale pursuant to Rule 144A (except as part of such Public Equity Offering), during the 90 day period beginning on the closing date of any such Public Equity Offering (which period may be extended to 180 days in the case of the Company’s initial Public Equity Offering), to the extent timely notified in writing by the Company or such managing underwriter or underwriters. In the event that the Company is not otherwise in compliance with the provisions of this Agreement at the time the Company or such managing underwriter or underwriters send notice pursuant to this Section 5(c), the Holders shall not be obligated required to cause comply with this Section 5(c). In addition, the provisions of this Section 5(c) shall not apply to any special audit Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, that any such Holder shall undertake not to be undertaken in connection with effect any registration pursuant hereto public sale or distribution of any Registrable Securities commencing on the closing date of any such Public Equity Offering unless it has provided 45 days’ prior written notice of such audit is requested by sale or distribution to the underwriters with respect to such registrationmanaging underwriter or underwriters.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. (a) The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date SECTION 4 of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be this Agreement are subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders (i) to furnish all information and materials described in SECTION 3(K) hereof and (ii) to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (db) The Each Holder of Registrable Securities agrees that, upon actual receipt of any notice from the Company (x) of the happening of any event of the kind described in SECTION 3(B)(III), 3(B)(IV), 3(B)(V), or 3(B)(VI) hereof, or (y) that the Board of Directors of the Company has resolved that the Company has a BONA FIDE business purpose for doing so, then the Company may delay the filing or the effectiveness of the Registration Statement (if not then filed or effective, as applicable) and shall not be obligated required to cause maintain the effectiveness thereof or amend or supplement the Registration Statement, in all cases, for a period (a "DELAY PERIOD") expiring upon the earlier to occur of (i) in the case of the immediately preceding clause (x), such Holder's receipt of the copies of the supplemented or amended Prospectus hereof or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any special audit amendments or supplements thereto or (ii) in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date on which such business purpose ceases to interfere with the Company's obligations to file or maintain the effectiveness of any such Registration Statement pursuant to this Agreement or (B) 60 days after the Company notifies the Holders of such good faith determination. There shall not be more than 60 days of Delay Periods during any 12-month period. The Effectiveness Period shall be extended by the number of days during any Delay Period. In the event of any Delay Period pursuant to clause (y) of the preceding paragraph, notice shall be given as soon as practicable after the Board of Directors makes such a determination of the need for a Delay Period and shall state, to the extent practicable, an estimate of the duration of such Delay Period and shall advise the recipient thereof of the agreement of such Holder provided in the next succeeding sentence. Each Holder requesting inclusion of Registrable Securities in a Registration Statement agrees that during any Delay Period, such Holder will discontinue disposition of the Registrable Securities covered by such Registration Statement or Prospectus or Exchange Notes to be undertaken in connection with any registration pursuant hereto unless sold by such audit is Holder or Participating Broker-Dealer, as the case may be. (c) Each Holder agrees, if and to the extent requested by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144A (except as part of such Public Equity Offering), during the 180 day period beginning on the closing date of any such Public Equity Offering, to the extent timely notified in writing by the Company or such managing underwriter or underwriters. In the event that the Company is not otherwise in compliance with respect the provisions of this Agreement at the time the Company or such managing underwriter or underwriters send notice pursuant to this SECTION 5(C), the Holders shall not be required to comply with this SECTION 5(C). In addition, the provisions of this SECTION 5(C) shall not apply to any Holder of Registrable Securities if such registrationHolder is prevented by applicable statute or regulation from entering into any such agreement; provided, that any such Holder shall undertake not to effect any public sale or distribution of any Registrable Securities commencing on the closing date of any such Public Equity Offering unless it has provided 45 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions conditions, and qualifications: (a1) The Company shall not be obligated to file or keep effective any registration statement pursuant to Section 7 hereof at any time if the Company would be required to include financial statements audited as of any date other than the end of its fiscal year; (2) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 30 days and not more than once in any six-month period) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 7 hereof if the duration of such postponement or suspension may not exceed the earlier to occur of Company determines, in its reasonable judgment, that (i) 15 days after the cessation Company is in possession of material information that has not been disclosed to the circumstances described public and the Company determines, in clauses (A) its reasonable judgment, that it would be significantly detrimental to the Company and (B) below its stockholders to disclose such information at such time in a registration statement or (ii) 120 days after the date of the determination of the Board of Directors of if the Company referred to belowdetermines, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SECits reasonable judgment, such registration statement has not yet been declared effectiveand offering would significantly interfere with any financing, acquisition, corporate reorganization, or other material transaction involving the Company and, in any such case, the Company is using its reasonable best efforts to have promptly gives the requesting holders of Registrable Securities written notice of such registration determination, containing a statement declared effective, setting forth the reasons for such postponement and an approximation of the underwriters with respect to such registration advise that such registration would be adversely affectedanticipated delay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders requesting holders of such determination, and the Selling Stockholders Registrable Securities shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations counted for purposes of the Selling Stockholders, requests for registration to which the Selling Stockholders acknowledge, Purchasers and their assignees are entitled pursuant to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementSection 7 hereof. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations obligation of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are is subject to each of the following limitations, conditions and qualifications:. (a) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days and no more than once in any twelve month period) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier pursuant to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of Section 2.1 if the Company referred to belowdetermines, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effectivejudgment, and the underwriters with respect to such registration advise that such registration and offering would be adversely affectedinterfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates or would require premature disclosure thereof and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice of such delay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders such holders of such determination, and the Selling Stockholders Registrable Securities requesting registration thereof pursuant to Section 2.1 shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension such withdrawal, such request shall not be counted for purposes of the right requests for registration to make sales, which holders of Registrable Securities are entitled pursuant to receive an extension of the registration period equal to the number of days of the suspensionSection 2.1 hereof. (b) The Company So long as the provisions of Section 7.2 of the Purchase Agreement remain in effect, holders of Registrable Securities shall not use their reasonable best efforts to effect as wide a distribution of such Registrable Securities as reasonably practicable, and in no event shall any sale of Registrable Securities be required hereby made knowingly to include shares any Person (including its Affiliates) and any Person or entities which are to the knowledge of Common Stock such holders (or Common Stock Equivalents in a registration statement if, to the knowledge of any underwriter for such holders) part of any 13D Group (as defined in the written opinion Purchase Agreement) which includes such purchaser or any of its Affiliates) that, after giving effect to such sale, would Beneficially Own (to be issued to, and relied upon by, as defined in the Stockholders seeking inclusionPurchase Agreement) Voting Securities (as defined in the Purchase Agreement) representing more than 3% of outside counsel to the Company voting power of recognized standing in securities law matters, all outstanding Voting Securities of the beneficial owners Company. The holders of such Common Stock Registrable Securities shall secure the agreement of their underwriter or Common Stock Equivalents seeking registration would be free to sell all of underwriters, if any, for such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company offering to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementforegoing. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company SJKI to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents Shares to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company SJKI shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (iw) 15 30 days after the cessation of the circumstances described in clauses (Ai) and (Bii) below or (iix) 120 180 days after the date of the determination of the Board board of Directors of the Company directors referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (ix) of Section 4.3(a)) if the Board board of Directors directors of the Company SJKI determines in good faith that (Ai) there is a material undisclosed development in the business or affairs of the Company SJKI (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the CompanySJKI's interests or (Bii) the Company SJKI has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company SJKI is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company SJKI shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (xy) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company SJKI within 10 business days after receipt of the CompanySJKI's notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension.; (b) The Company SJKI shall not be required hereby to include shares of Common Stock or Common Stock Equivalents Shares in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company SJKI of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents Shares seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents Shares within the current calendar quarter without registration under Rule 144 under the Securities Act.; (c) The CompanySJKI's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company SJKI to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement.; and (d) The Company SJKI shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but pursuant to Section 2.1 or 2.2 thereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 fifteen (15) days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or ninety (ii90) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the six month period specified described in clause (i) of Section 4.3(a2.1(b)) . Such postponement or suspension may be effected only if the Board of Directors of the Company determines in makes a reasonable and good faith determination that (A) there is a the filing or effectiveness of, or sale pursuant to, such Registration Statement would materially impede, delay or interfere with any material undisclosed development in the business financing, offer or affairs sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company (including or any pending or proposed of its Subsidiaries which material financing, recapitalizationoffer or sale of securities, acquisition acquisition, corporate reorganization or disposition)other significant transaction is under active consideration at the time of such postponement or suspension; provided, the disclosure of which at such time could be adverse to the Company's interests or (B) however, that the Company has filed a registration statement with the SEC, such registration statement has shall not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect be entitled to such registration advise that such registration would be adversely affectedpostponement or suspension more than twice in any twelve-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the Chief Executive Officer or President of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 ten (10) days after the receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the two Demand Registrations the Company is required to effect pursuant to Section 2.1 hereof. (b) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents in file a registration statement if, in with respect to a Demand Registration during the written opinion (to be issued toperiod starting with the date of filing of, and relied upon bywithin one-hundred eighty (180) days immediately following, the Stockholders seeking inclusion) effective date of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 any Registration Statement under the Securities ActAct pertaining to a firmly underwritten offering of equity securities of the Company for its own account. (c) The Company shall not be required by this Agreement to file a Registration Statement with respect to a Demand Registration during the period starting with the date of notice of a proper demand for the registration of Common Stock of the Company, pursuant to a firmly underwritten offering, for the account of any security holder of the Company in accordance with the terms of the contractual arrangements governing such registration, and ending at the earlier of: (i) the withdrawal of any such registration statement or the withdrawal of the request to file such Registration Statement by the security holder requesting such registration; or (ii) ninety (90) days after the effective date of any such Registration Statement; provided, however, that the Company shall not be entitled to invoke this clause (c) more than once during any 12-month period. (d) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials required of such Selling Holders and to take any and all actions required of such Selling Holders as may be required under such applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement.Registration Statement; and (de) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is required by the SEC or requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares described in Section 4 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or of effectiveness of, or suspend the rights right of Selling Stockholders any Holder to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but under the registration covenants described in Section 4 hereof; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of 135 days in any 365-day period. Such postponement or suspension may be effected only if (i) 15 days after (A) an event or circumstance occurs and is continuing as a result of which such Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the cessation Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances described in clauses (A) under which they were made, not misleading and (BB)(1) below the Company determines in its good faith judgment that the disclosure of the event at that time would have a material adverse effect on the business, operations or prospects of the Company or (2) the disclosure otherwise relates to a material business transaction or development that has not yet been publicly disclosed or (ii) 120 days after the date of the determination of the Board of Directors of the Company shall have received a notice referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (iSection 3(b)(iii) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedhereof. If the Company shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the Selling Stockholders Holders of such determinationdetermination (in each case, a "SUSPENSION NOTICE"). Upon receipt of such Suspension Notice, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 3(h) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Selling Stockholders Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Registrable Securities that was current at the time of receipt of the Suspension Notice. The Holders shall have the right (x) have the right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities, to withdraw the request for registration any Demand Request by giving written notice to the Company within 10 days after receipt of the Company's notice such notice, or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registration referred to in Section 4 hereof. No such withdrawal shall impair the right of the Company to effect a Company Registration after the Recommencement Date. The time period regarding the effectiveness of such Registration Statement set forth in Section 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and not to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (dc) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration Registration pursuant hereto unless such audit is to this Agreement. (d) Each Holder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (except as part of such Public Equity Offering), during the 90-day period beginning on the closing date of any such Public Equity Offering (which period may be 180 days in the case of the Company's initial Public Equity Offering), to the extent timely notified in writing by the Company or such managing underwriter or underwriters. In the event that the Company is not otherwise in compliance with respect the provisions of this Agreement at the time the Holders receive any notice pursuant to this Section 5(d), the Holders shall not be required to comply with this Section 5(d). In addition, the provisions of this Section 5(d) shall not apply to any Holder of Registrable Securities if such registrationHolder is prevented by applicable statute or regulation from entering into any such agreement; provided, that any such Holder shall undertake not to effect any public sale or distribution of any Registrable Securities commencing on the closing date of any such Public Equity Offering unless it has provided 45 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares described in Section 2 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or of effectiveness of, or suspend the rights right of Selling Stockholders any Holder to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but under the registration covenants described in Section 2 hereof; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of 90 days in any 365-day period. Such postponement or suspension may be effected only if (i) 15 days after (A) an event or circumstance occurs and is continuing as a result of which such Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the cessation Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances described in clauses (Aunder which they were made) not misleading and (B) (1) below the Company determines in its good faith judgment that the disclosure of the event at that time would have a material adverse effect on the business, operations or prospects of the Company or (2) the disclosure otherwise relates to a material business transaction or development that has not yet been publicly disclosed or (ii) 120 days after the date of the determination of the Board of Directors of the Company shall have received a notice referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (iSection 3(b)(iii) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedhereof. If the Company shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the Selling Stockholders Holders of such determinationdetermination (in each case, a "Suspension Notice"). Upon receipt of such Suspension Notice, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 3(g) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and the Selling Stockholders shall have the right (x) has received copies of any additional or supplemental filings that are incorporated by reference in the case of Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a postponement of Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the filing Company with more recently dated Prospectuses or effectiveness of a registration statement, to withdraw the request for registration by giving written notice (ii) deliver to the Company within 10 days after (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Registrable Securities that was current at the time of receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspensionSuspension Notice. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations (including any comments issued by the SEC staff with respect to the Registration Statement or the matters related thereto) to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1, 2.2 and Common Stock Equivalents to be registered under the Securities Act 2.6 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any prospectus and shall not be required to be preparedamend or supplement the registration statement, filed and made and kept any related prospectus or any document incorporated therein by reference (other than an effective by it hereunder (but registration statement being used for an underwritten offering); provided that the duration of such postponement or suspension (a "Suspension Period") may not exceed up to two 30- day consecutive-day periods in any 12-month period and provided further, that the earlier Suspension Period may not occur during the 30-consecutive-day period immediately after the Exercise Date and during the 30-consecutive-day period immediately prior to occur of February 1, 2009. Such Suspension Period may be effected only if (i) 15 days after the cessation of the circumstances described Company's Board determines in clauses (A) its good faith that there is a valid business purpose for such suspension and (B) below or (ii) 120 days after provides notice that such determination was made by the date Company's Board to the Holders of the determination of the Board of Directors of Warrants; provided, however, that in no event shall the Company referred be required to below, and disclose the duration of business purpose for such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is such business purpose must remain confidential; and provided further, however, that the Effectiveness Period shall be extended by the number of days in any Suspension Period. The Company may further suspend effectiveness for a material undisclosed development period not in excess of 5 Business Days to allow for the business or affairs updating of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse financial statements included in a Registration Statement to the Company's interests or (B) the Company has filed a registration statement with the SECextent required by law, such registration statement has suspension for updating financial statements not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedexceed 45 calendar days in aggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of Anything in this Agreement to the contrary notwithstanding, it is understood and agreed that the Company shall not be required to use its reasonable efforts file a registration statement, amendment or post-effective amendment thereto or prospectus supplement or to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing supplement or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, amend any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of if the Company referred to belowis then involved in discussions concerning, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) is otherwise engaged in, any material financing, acquisition or investment transaction, if the Board board of Directors directors of the Company determines in good faith that (A) there is the making of such a material undisclosed development in the business filing, supplement or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which amendment at such time could be adverse to the Company's interests or (B) would interfere with such transaction so long as the Company has filed shall, as soon as practicable thereafter make such filing, supplement, amendments or post-effective amendment; provided, however, that the Company shall not postpone such filings, supplements, amendments or post-effective amendments for more than an aggregate of 120 days in any 12-month period. The Company shall promptly give the holders of Registrable Securities written notice of such postponement, containing a registration general statement with of the SECreasons for such postponement and an approximation of the anticipated delay. Upon receipt by a holder of Registrable Securities of notice of an event of the kind described in this Section 2.7, such registration statement has not yet been declared effective, holder shall forthwith discontinue such holder’s disposition of Registrable Securities until such holder’s receipt of notice from the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affecteddisposition may continue and of any supplemented or amended prospectus indicated in such notice. If the Company shall so delay postpones the filing of a registration statement, it shallholders of Registrable Securities requesting registration thereof pursuant to Section 2.1, as promptly as possiblerepresenting not less than 331/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 662/3% of the Initiating Holders, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations counted for purposes of the Selling Stockholders, requests for registration to which the Selling Stockholders acknowledge, holders of Registrable Securities are entitled pursuant to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementSection 2.1. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares described in Sections 5 and 6 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Company shall not be required to file a Registration Statement pursuant to a request for a Demand Registration if the Company has in effect a shelf registration statement which is available to the Holders. (b) Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or of effectiveness of, or suspend the rights of Selling Stockholders any Holder to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but under the registration covenants described in Section 5 hereof; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 30 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 5(d) of Section 4.3(a)) hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business filing or affairs of the Company (including any pending effectiveness of, or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SECsales pursuant to, such registration statement has not yet been declared effectivewould materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company is using or any of its reasonable best efforts affiliates (whether or not planned, proposed or authorized prior to have such the exercise of demand registration statement declared effective, and rights hereunder or any other registration rights agreement) or require disclosure of material information which the underwriters with respect to such registration advise that such registration would be adversely affectedCompany has a bona fide business purpose for preserving as confidential. If the Company shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmation vote of the Selling Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice such notice, or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the two Demand Registrations referred to in Section 5(d) hereof. (bc) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement relating to a Piggy-back Registration above if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders seeking registration and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter succeeding three-month period, without registration registration, under Rule 144 under the Securities Act, which opinion may be based in part upon the representation by the Holders of such securities seeking registration, which registration shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act, and (ii) all requirements under the Securities Act for effecting such sales are satisfied at such time. (cd) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and not to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (de) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: 7 10 (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of any such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or any of its affiliates (including whether or not planned, proposed or authorized prior to an exercise of demand registration rights hereunder or any pending other registration rights agreement) or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedbona fide business purpose for preserving as confidential. If the Company shall so delay postpone the filing or effectiveness of a registration statement, Registration Statement or so suspend the rights of Holders to make sales it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company . Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be required hereby to include shares counted for purposes of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to two Demand Registrations the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free is required to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Acteffect pursuant to Section 2.1 hereof. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of any such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or any of its affiliates (including whether or not planned, proposed or authorized prior to an exercise of demand registration rights hereunder or any pending other registration rights agreement) or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedbona fide business purpose for preserving as confidential. If the Company shall so delay postpone the filing or effectiveness of a registration statement, Registration Statement or so suspend the rights of Holders to make sales it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registerable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of the Shareholder Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of (but not the preparation of, or suspend the rights of Selling Stockholders to make sales pursuant to, ) any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of if: (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could would be adverse to the Company's interests (but the duration of such postponement may not exceed the earlier to occur of (u) 30 days after the cessation of the circumstances described in this clause (i) or (Bv) 90 days after the date of the determination of the Board of Directors to postpone the filing or effectiveness of a registration, and the duration of such postponement shall be excluded from the calculation of the period specified in clause (x) of Section 3.4(a)); or (ii) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. affected (but the duration of such postponement or suspension may not exceed the earlier to occur of (u) 30 days after the effectiveness of the previously filed registration statement, or (v) 90 days after the determination of the Board of Directors to postpone filing a registration statement required to be filed hereunder), and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (x) of Section 3.4(a); or (iii) the Board of Directors of the Company determines in good faith prior to the receipt of a request for demand registration to effect a registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (but the duration of such postponement may not exceed the earlier to occur of (u) 30 days after the effectiveness of the previously prepared registration statement, or (v) 90 days after the determination by the Board of Directors to postpone the filing of a registration statement required to filed hereunder). (iv) If the Company shall so delay the filing of a registration statementstatement as described in (i), (ii) or (iii) above, it shall, as promptly as possiblepracticable, notify the Selling Stockholders Securityholders of such determination, and the Selling Stockholders Securityholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, statement to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice notice. Notwithstanding the foregoing, the Company may make such USOL HOLDINGS, INC. PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT postponement or (y) suspension no more than one time in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspensionany 18 month period. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersSecurityholders, which each of the Selling Stockholders acknowledgeShareholders hereby acknowledges, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and state securities regulations and to obtain any acceleration of the effective date of such registration statementstatement or maintain the effectiveness or currency thereof. (dc) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration. (d) Each Shareholder agrees that, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including a Qualified IPO, the Shareholder shall not publicly sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, or otherwise publicly dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any equity securities of the Company without the prior written consent of the Company's underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company's underwriters, such period of time is not to exceed 180 days in the case of a Qualified IPO and 90 days in the case of a secondary offering by the Company.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; PROVIDED, HOWEVER, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the 180-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may be effected only if the Board of Directors of the Company determines reasonably and in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company (including or any pending of its Affiliates or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with bona fide business purpose for preserving as confidential, which financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction had been initiated at the SECtime of the filing of such Registration Statement; PROVIDED, such registration statement has not yet been declared effectiveHOWEVER, that the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect shall not be entitled to such registration advise that such registration would be adversely affectedpostponement or suspension more than twice in any twelve-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the Chief Executive Officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the single Demand Registration the Company may be required to effect pursuant to Section 2.1 hereof. (b) The Company shall not be required hereby by this Agreement to include shares effect a Demand Registration within 90 days immediately following the effective date of Common Stock or Common Stock Equivalents in a any registration statement ifpertaining to a firmly underwritten offering of equity securities of the Company for its own account; PROVIDED, in HOWEVER, that this clause (ii) shall not apply if the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) underwriter of outside counsel such offering consents to the Company of recognized standing in securities law matters, the beneficial owners of request for such Common Stock or Common Stock Equivalents seeking registration would be free Demand Registration pursuant to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities ActSection 2.1(a). (c) The Company shall not be required by this Agreement to effect a Demand Registration within 60 days immediately following the effective date of any registration statement pertaining to a firmly underwritten offering of equity securities of the Company for the account of any security holder of the Company; PROVIDED, HOWEVER, that this clause (ii) shall not apply if the underwriter of such offering consents to the request for such Demand Registration pursuant to Section 2.1(a). (d) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (de) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is required by the SEC or requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1, 2.2 and Common Stock Equivalents to be registered under the Securities Act 2.6 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any Prospectus and shall not be required to be preparedamend or supplement the registration statement, filed and made and kept any related Prospectus or any document incorporated therein by reference (other than an effective by it hereunder (but registration statement being used for an underwritten offering); PROVIDED that the duration of such postponement or suspension (a "SUSPENSION PERIOD") may not exceed the earlier to occur an aggregate of (i) 15 90 days after the cessation of the circumstances described in clauses (A) and (B) below event or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred circumstance giving rise to below, such Suspension Period and the duration of such postponement or suspension Suspension Period shall be excluded from the calculation of the 60-day period specified described in clause Section 2.1(b) hereof. Such Suspension Period may be effected only if (i) an event or circumstance occurs and is continuing as a result of Section 4.3(a)which the registration statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) if the Board of Directors of (A) the Company determines in its good faith judgment that (A) there is the disclosure of such an event at such time would have a material undisclosed development in adverse effect on the business business, operations or affairs prospects of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed disclosure otherwise relates to a registration statement with the SEC, such registration statement material business transaction which has not yet been declared effectivepublicly disclosed; PROVIDED, that the Effectiveness Period shall be extended by the number of days in any Suspension Period; PROVIDED FURTHER that the Company is using its reasonable best efforts may suspend the effectiveness for a period not in excess of five Business Days to have such registration statement declared effectiveallow for the updating of the financial statements included in a Registration Statement to the extent required by law, and the underwriters with respect not to such registration advise that such registration would be adversely affectedexceed 45 days in aggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registration the Company is required to effect pursuant to Section 2.1 hereof. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall not be obligated to file any registration statement pursuant to Section 2.1 hereof at any time if the Company would be required to include financial statements audited as of any date other than the end of its fiscal year. (b) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 60 days) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier pursuant to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of Section 2.1 if the Company referred to belowdetermines, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effectivejudgment, and the underwriters with respect to such registration advise that such registration and offering would be adversely affectedinterfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates or would require premature disclosure thereof and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders such holders of such determination, and the Selling Stockholders Registrable Securities requesting registration thereof pursuant to Section 2.1 shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension such withdrawal, such request shall not be counted for purposes of the right requests for registration to make sales, which holders of Registrable Securities are entitled pursuant to receive an extension of the registration period equal to the number of days of the suspensionSection 2.1 hereof. (bi) The Company Holders of Registrable Securities shall not be required hereby use all reasonable efforts to include shares effect as wide a distribution of Common Stock such Registrable Securities as reasonably practicable (and the holders of such Registrable Securities shall secure the agreement of their underwriter or Common Stock Equivalents in a registration statement ifunderwriters, in if any, for such offering to comply with the written opinion (to be issued toforegoing), and relied upon by(ii) except with respect to underwritten offerings pursuant hereto, holders of Registrable Securities shall use their best efforts (which shall include advising any broker of the Stockholders seeking inclusion) provisions of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act.this Section 2.6 (c) The Company's obligations but shall not require undue investigation on the part of any such holder) so that in no event shall any sale of Registrable Securities be subject made knowingly to any Person (including its Affiliates) or any Person or entities which are to the obligations knowledge of such holders (or to the knowledge of any underwriter for such holders) part of any 13D Group which includes such purchaser or any of its Affiliates), that, in each case, after giving effect to such sale, would Beneficially Own Voting Securities representing more than 10% of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementTotal Voting Power. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to may postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise Registration Statement or amendment thereto, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement being used for an underwritten offering) in the event that, and for a period (a "SUSPENSION PERIOD") not to exceed an aggregate of 60 days. A Suspension period used in respect of Sections 2.1 and 2.2 may be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of effected only if (i) 15 days after an event or circumstance occurs and is continuing as a result of which the cessation Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the Company's good faith judgement, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances described in clauses under which they were made, not misleading, and (ii) (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in its good faith judgement that (A) there is the disclosure of such an event at such time would have a material undisclosed development in adverse effect on the business business, operations or affairs prospects of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed disclosure otherwise relates to a registration statement with the SEC, such registration statement material business transaction which has not yet been declared effective, publicly disclosed; PROVIDED that the Effectiveness Period shall be extended by the number of days in any Suspension Period; PROVIDED FURTHER that the Company is using its reasonable best efforts shall not be entitled to have such registration statement declared effectivethe postponement or suspension more than once in any 12-month period; PROVIDED FURTHER that the Company may suspend the effectiveness for a period not in excess of five Business Days to allow for the updating of the financial statements included in a Registration Statement to the extent required by law, and not to exceed 45 days in the underwriters with respect to such registration advise that such registration would be adversely affectedaggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Subject Equity to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registration the Company is required to effect pursuant to Section 2.1 hereof. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations under this Agreement shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with such laws and regulations and all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents Equivalents, as the case may be, to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (iw) 15 30 days after the cessation of the circumstances described in clauses (Ai) and (Bii) below or (iix) 120 180 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (ix) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (Ai) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (Bii) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (xy) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days Business Days after receipt of the Company's notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents Equivalents, as the case may be, in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents Equivalents, as the case may be, seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents Equivalents, as the case may be, within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. (a) The obligations of the Company to use its reasonable efforts to cause shares described in Section 4 and Section 6 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each the obligations of the following limitations, conditions Holders (i) to furnish all information and qualifications:materials described in Section 3(k) hereof and (ii) to take any and all actions as may be required under Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC. (ab) The Notwithstanding anything to the contrary in this Agreement, subject to the remainder of this Section 5(b), the Company shall be entitled to postpone for a reasonable period of time the filing of or suspend the effectiveness of, or suspend the rights of Selling Stockholders any selling Holders Registrable Securities to make sales pursuant to, to any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder under Section 4 or 6, in the event that, and for a period (but a “Blackout Period”) not to exceed an aggregate of 90 days in any 12 month period, (1) an event or circumstance occurs and is continuing as a result of which the duration Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would in the Company’s good faith judgment contain an untrue statement of such postponement a material fact or suspension may not exceed omit to state a material fact necessary in order to make the earlier to occur of (i) 15 days after statements therein, in the cessation light of the circumstances described in clauses (A) under which they were made, not misleading, and (B2) below or (iia) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in its good faith judgment that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which such event or circumstance at such time could would reasonably be expected to have a material adverse to effect on the Company's interests ’s business, operations or prospects or (Bb) the Company has filed disclosure otherwise relates to a registration statement with the SEC, such registration statement material business transaction or development that has not yet been declared effectivepublicly disclosed and the Company’s board of directors also determines in good faith, that any disclosure thereof would jeopardize the success of the transaction or that disclosure of the transaction is prohibited by the terms thereof. In addition to the foregoing, prior to the time that the Company becomes eligible to file a registration statement on Form S-3 under the Securities Act, the Company is using its reasonable best efforts shall be entitled to have suspend the effectiveness of the Registration Statement or amendment thereto, or use of a prospectus for a period not to exceed 30 days in any 90 day period only in order to permit the Company to file post-effective amendments to any such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedstatement. If the Company shall so delay postpone the filing effectiveness of, or suspend the rights of any selling Holders of Registrable Securities to make sales pursuant to, a registration statementRegistration Statement, it shall, as promptly as possible, notify the Selling Stockholders any selling Holders of Registrable Securities of such determination, and the Selling Stockholders selling Holders of Registrable Securities shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of selling Holders of Registrable Securities of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period referred to in Section 4(a) or Section 6(a) hereof, as applicable, equal to the number of days of the suspension. (bc) The Each Holder agrees, if and to the extent requested in writing by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144A (except as part of such Public Equity Offering), during the 180 day period following the Company’s initial Public Equity Offering and the 90 day period beginning on the closing date of any other such Public Equity Offering, subject in each case to customary extensions in connection with compliance with NASD Rule 2711. In the event that the Company is not otherwise in compliance with the provisions of this Agreement at the time the Company or such managing underwriter or underwriters send notice pursuant to this Section 5(c), the Holders shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements this Section 5(c). In addition, the provisions of the SEC and to obtain any acceleration of the effective date of such registration statement. (dthis Section 5(c) The Company shall not be obligated apply to cause any special audit to be undertaken in connection with Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registrationagreement.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations obligation of the Company to use its reasonable commercial efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are is subject to each of the following limitations, conditions and qualifications:. (a) The Company shall be entitled to postpone or suspend for a reasonable period of time (but not exceeding 180 days, in the case of a registration pursuant to Section 1.1, 1.2 or 1.3 the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 1.1, if the duration of Company determines, in its reasonable judgment, that such postponement or suspension may not exceed the earlier to occur of registration and offering (i) 15 days after would interfere with any financing, acquisition, merger, consolidation, material joint venture, corporate reorganization or other material transaction involving the cessation Company or any of the circumstances described in clauses (A) and (B) below its Affiliates, or (ii) 120 days after the date would require premature disclosure of any of the determination foregoing transactions (or of the Board existence of Directors negotiations, discussions or pending proposals with respect thereto) or of any pending or threatened litigation, claim, assessment or governmental investigation which would be material to the Company, or any other event which the Company (in the judgment of management of the Company referred to below, Company) has a bona fide business purpose for keeping confidential and the duration nondisclosure of such postponement or suspension shall be excluded from ---- ---- which in the calculation of registration statement might cause the period specified in clause registration statement to fail to comply with applicable disclosure requirements, provided, however, that the Company: (i) promptly gives the Holders requesting registration thereof pursuant to Section 1.1 written notice of Section 4.3(a)such delay or suspension and (ii) if may not delay or suspend the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, for such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedreason more than twice in any twelve (12) month period or three times in any twenty-four (24) month period or for more than one hundred eighty (180) days at any time. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders such Holders of such determination, and the Selling Stockholders Registrable Securities requesting registration thereof pursuant to Section 1.1 shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which Holders are entitled pursuant to Section 1.1 hereof. Upon receipt of any notice from the Company of the happening of any event during the period the registration statement is effective which is of a suspension type specified herein or as a result of which the registration statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statement therein, in light of the right to make salescircumstances under which they were made not misleading, to receive an extension the Holders agree that they will immediately discontinue offers and sales of the Registrable Securities under the registration statement until they receive copies of a supplemental or amended prospectus that corrects the misstatements or omissions and receive notice that any post-effective amendment has become effective. If so directed by the Company, the Holders will deliver to the Company any copies of the prospectus covering the Registrable Securities in their possession at the time of receipt of such notice. In the event the Company shall give notice of the happening of an event of the kind described in this Section 1.7(a), the Company shall extend the period equal during which the affected registration statement is required to be maintained pursuant to this Agreement by the number of days during the period from and including the date of the suspension. (bgiving of notice pursuant to this Section 1.7(a) The to the date when the Company shall not be required hereby make available a prospectus supplemented or amended to include shares conform with the requirements of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S- X under the Securities Act, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any registration statement or to require the Company to take action with respect to the registration of any Registrable Securities pursuant to this Agreement shall be suspended until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the registration statement and the Company shall notify the Holders as promptly as practicable when such suspension is no longer required. (c) The Company's obligations It shall be subject a condition precedent to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and all actions the intended method of disposition of such securities as may shall be required under applicable federal and state securities laws and regulations to permit effect the registration of such Holder's Registrable Securities. The Company shall have no obligation with respect to comply with all applicable requirements any registration requested pursuant to this Agreement if, as a result of the SEC and to obtain any acceleration application of the effective date preceding sentence, the number of shares of the Registrable Securities to be included in the registration does not equal or exceed the number of shares required to originally trigger the Company's obligation to initiate such registration statementregistration. (d) The Company shall not be obligated to cause effect the registration of Registrable Securities of any special audit Holder pursuant to be undertaken in connection with any registration pursuant hereto Section 1.1, 1.2 or 1.3 unless such audit is requested Holder consents to reasonable conditions imposed by the underwriters Company, including without limitation: (i) conditions prohibiting the sale of shares by such Holder until the registration shall have been effective for a specified period of time; (ii) conditions requiring such Holder to comply with respect all prospectus delivery requirements of the Securities Act and with all anti- stabilization, anti-manipulation and similar provisions of Section 10 of the Exchange Act and any rules issued thereunder by the Commission, and to furnish to the Company information about sales made in such public offering; (iii) conditions prohibiting such Holder from effecting the sale of shares upon receipt of telegraphic or written notice from the Company (until further notice) given to permit the Company to correct or update a registration statement or prospectus; and (iv) conditions requiring that at the end of the period during which the Company is obligated to keep the registration statement effective under Section 1.3(b), such Holder shall discontinue sales of shares pursuant to such registrationregistration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such registration statement that remain unsold, and requiring such Holder to notify the Company of the number of Registrable Securities registered that remain unsold promptly upon receipt of notice from the Company. (e) Holders shall use their reasonable best efforts to effect as wide a distribution of such Registrable Securities as reasonably practicable, and in no event shall any sale of Registrable Securities be made knowingly to (i) any Person (including its Affiliates) or (ii) any Persons or entities which are to the knowledge of such Holders (or to the knowledge of any underwriter for such Holders) part of any "group" within the meaning of Regulation 13D of the Exchange Act which includes such purchaser or any of its Affiliates that, after giving effect to such sale, would beneficially own securities representing more than 5% of the aggregate voting power of all outstanding voting securities of the Company. The Holders of such Registrable Securities shall secure the agreement of their underwriter or underwriters, if any, for such offering to comply with the foregoing.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts hereunder to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) a. The Company shall not be obligated to file or keep effective any registration statement pursuant to Section 2.1 hereof at any time if the Company would be required to include financial statements audited as of any date other than the end of its fiscal year. b. The Company, by act of its Board of Directors, shall be entitled to postpone for a reasonable period of time (but not exceeding 180 days) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier pursuant to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) 2.1 if the Board of Directors of the Company determines determines, in the good faith exercise of its reasonable judgment, that (Ai) there the Company is a in possession of material undisclosed development in information that has not been disclosed to the business or affairs public and the Board of Directors of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which reasonably deems it to be advisable not to disclose such information at such time could be adverse to the Company's interests or (B) the Company has filed in a registration statement with the SEC, or (ii) such registration statement has not yet been declared effectiveand offering would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company and/or its subsidiaries or affiliates, taken as a whole, and, in any such case, the Company is using its reasonable best efforts to have promptly gives Intersound written notice of such registration determination, containing a general statement declared effective, of the reasons for such postponement and an approximation of the underwriters with respect to such registration advise that such registration would be adversely affectedanticipated delay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders Intersound shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations counted for purposes of the Selling Stockholders, requests for registration to which the Selling Stockholders acknowledge, Intersound is entitled pursuant to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementSection 2.1 hereof. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding ninety (90) days) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 2.1 if the duration of such postponement or suspension may not exceed the earlier to occur of Company determines, in its reasonable judgment, that (i) 15 days after the cessation Company is in possession of material information that has not been disclosed to the circumstances described public and the Company reasonably deems it to be advisable not to disclose such information at such time in clauses (A) and (B) below a registration statement or (ii) 120 days after the date of the determination of the Board of Directors of such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization or other material transaction involving the Company referred to below, and the duration or any of such postponement or suspension shall be excluded from the calculation of the period specified in clause its Affiliates (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development as defined in the business or affairs of rules and regulations adopted under the Company (including Exchange Act) and, in any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effectivecase, the Company is using promptly gives the requesting Holders of Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay or (iii) such other cause as the Company shall have been advised by its reasonable best efforts investment banker make it undesirable or unpracticable to have such registration statement declared effective, and proceed with the underwriters with respect to such registration advise that such registration would be adversely affectedoffering. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders requesting Holders of such determination, and the Selling Stockholders Registrable Securities shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 thirty (30) days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension such withdrawal, such request shall not be counted for purposes of the right requests for registration to make sales, which Holders are entitled pursuant to receive an extension of the registration period equal to the number of days of the suspensionSection 2.1 hereof. (b) The Company Holders of Registrable Securities shall not be required hereby use all reasonable efforts to include shares effect as wide a distribution of Common Stock or Common Stock Equivalents in a registration statement ifthe Registrable Securities as reasonably practicable, in including, if such distribution is pursuant to any underwritten offering, using reasonable efforts to secure the written opinion (to be issued to, and relied upon by, agreement of the Stockholders seeking inclusion) of outside counsel underwriters to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Actsame effect. (c) The CompanyNo Holder of Registrable Securities may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's obligations shall be subject Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to the obligations approve such arrangements, (ii) agrees not to sell Common Stock of the Selling StockholdersCompany in a public offering for a period of ninety (90) days after the date of the offering, which without the Selling Stockholders acknowledgeprior consent of the managing underwriter of the offering, to furnish and (iii) completes and executes all information questionnaires, custody agreements, powers of attorney, indemnities, underwriting agreements and materials and to take any and all actions as may be other documents reasonably required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date terms of such registration statementunderwriting arrangements. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act set forth in Section 2 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but pursuant to Section 2 thereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the six month period specified described in clause (i) of Section 4.3(a2.2(b)) . Such postponement or suspension may be effected only if the Board of Directors of the Company determines reasonably and in good faith that (A) there is a the filing or effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any material undisclosed development in the business financing, offer or affairs sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company (including or any pending or proposed of its Subsidiaries which material financing, recapitalizationoffer or sale of securities, acquisition acquisition, corporate reorganization or disposition)other significant transaction is under active consideration at the time of such postponement or suspension; provided, the disclosure of which at such time could be adverse to the Company's interests or (B) however, that the Company has filed a registration statement with the SEC, such registration statement has shall not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect be entitled to such registration advise that such registration would be adversely affectedpostponement or suspension more than twice in any twelve-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the Chief Executive Officer or President of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; PROVIDED, HOWEVER, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 90 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may be effected only if the Board of Directors of the Company determines reasonably and in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company (including or any pending of its affiliates or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SECbona fide business purpose for preserving as confidential; PROVIDED, such registration statement has not yet been declared effectiveHOWEVER, that the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect shall not be entitled to such registration advise that such registration would be adversely affectedpostponement or suspension more than twice in any twelve-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the Chief Executive Officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the three Demand Registrations the Company is required to effect pursuant to Section 2.1 hereof. (bii) The Company shall not be required hereby by this Agreement to include shares effect a Demand Registration within 90 days immediately following the effective date of Common Stock or Common Stock Equivalents in a any registration statement ifpertaining to a firmly underwritten offering of equity securities of the Company for its own account; PROVIDED, in HOWEVER, that this clause (ii) shall not apply if the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) underwriter of outside counsel such offering consents to the Company of recognized standing in securities law matters, the beneficial owners of request for such Common Stock or Common Stock Equivalents seeking registration would be free Demand Registration pursuant to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities ActSection 2.1(a). (ciii) The Company shall not be required by this Agreement to effect a Demand Registration within 60 days immediately following the effective date of any registration statement pertaining to a firmly underwritten offering of equity securities of the Company for the account of any securityholder of the Company; PROVIDED, HOWEVER, that this clause (ii) shall not apply if the underwriter of such offering consents to the request for such Demand Registration pursuants to Section 2.1(a). (iv) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (dv) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is required by the SEC or requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1, 2.2, 2.3 and Common Stock Equivalents to be registered under the Securities Act 2.7 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any prospectus and shall not be required to be preparedamend or supplement the registration statement, filed and made and kept any related prospectus or any document incorporated therein by reference (other than an effective by it hereunder (but registration statement being used for an underwritten offering); provided that the duration of such postponement or suspension (a "Suspension Period") may not exceed up to two 30 consecutive-day periods in any 365-day period while the earlier Warrants are exercisable and provided further, the Suspension Period may not occur during the 30-consecutive-day period immediately after the Exercise Date and during the 30-consecutive- day period immediately prior to occur of March 15, 2010. Such Suspension Period may be effected only if (i) 15 days after the cessation of the circumstances described Company's Board determines in clauses (A) its good faith that there is a valid business purpose for such suspension and (B) below or (ii) 120 days after the date of the provides notice that such determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to was made by the Company's interests or (B) Board to the Company has filed a registration statement with Holders of the SECWarrants; provided, such registration statement has not yet been declared effectivehowever, that the Company is using its reasonable best efforts to have such registration statement declared effective, and Effectiveness Period shall be extended by the underwriters with respect to such registration advise that such registration would be adversely affectednumber of days in any Suspension Period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the Chief Executive Officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (dc) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is required by the SEC or requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares described in Sections 5 and 6 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Company shall not be required to file a Registration Statement pursuant to a request for a Demand Registration if the Company has in effect a shelf registration statement which is available to the Holders. (b) Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or of effectiveness of, or suspend the rights of Selling Stockholders any Holder to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but under the registration covenants described in Section 5 hereof; provided, however, that the duration of such postponement or suspension may not exceed 45 days with respect to the earlier to occur of Demand Registration. Such postponement or suspension may only be effected if (i) 15 days after an event or circumstance occurs and is continuing as a result of which such Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the cessation Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances described in clauses (A) under which they were made, not misleading and (Bii)(A) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in its good faith judgment that (A) there is the disclosure of the event at that time would have a material undisclosed development in adverse effect on the business business, operations or affairs prospects of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed disclosure otherwise relates to a registration statement with the SEC, such registration statement material business transaction or development that has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedpublicly disclosed. If the Company shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall have the right (x) have the right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmation vote of the Selling Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice such notice, or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registration referred to in Section 5 hereof. The time period regarding the effectiveness of any Registration Statement pursuant to Section 5 or 6 hereof, as applicable, shall be extended by a number of days equal to the number of days in the suspension period described in this Section 7(b). (bc) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement relating to a Piggy-back Registration above if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders seeking registration and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter succeeding three-month period, without registration registration, under Rule 144 under the Securities Act, which opinion may be based in part upon the representation by the Holders of such securities seeking registration, which registration shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act, and (ii) all requirements under the Securities Act for effecting such sales are satisfied at such time. (cd) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and not to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (de) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is requested by the underwriters with respect to such registration. (f) Each Holder of Registrable Securities agrees, if an to the extent reasonably requested by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (except as part of such Public Equity Offering), during the 90-day period beginning on the closing date of any such Public Equity Offering (which period shall be 180 days in the case of the Company's initial Public Equity Offering), to the extent timely notified in writing by the Company or such managing underwriter or underwriters. In the event that the Company is not otherwise in compliance with the provisions of this Agreement at the time the Holders receive any notice pursuant to this Section 7(f), the Holders shall not be required to comply with this Section 7(f). In addition, the provisions of this Section 7(f) shall not apply to any Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, that any such Holder shall undertake not to effect any public sale or distribution of any Registrable Securities commencing on the closing date of any such Public Equity Offering unless it has provided 45 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents Registrable Shares to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders FTDI to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances requiring such postponement or suspension as described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a5(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company (including or any pending of its affiliates or proposed financing, recapitalization, acquisition or disposition), the require disclosure of which at such time could be adverse to the Company's interests or (B) material information that the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedbona fide business purpose for preserving as confidential (each a "Permitted Interruption"). If the Company shall so delay the filing of a registration statementRegistration Statement, it shall, as promptly as possible, notify the Selling Stockholders FTDI of such determination, and the Selling Stockholders FTDI shall have the right (xy) in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, to withdraw the request for registration by giving written notice to the Company within 10 ten days after receipt of the Company's notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents Registrable Shares in a registration statement Registration Statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents Registrable Shares seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents Registrable Shares within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersFTDI, which the Selling Stockholders acknowledgeFTDI acknowledges, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1, 2.2, 2.3 and Common Stock Equivalents to be registered under the Securities Act 2.6 hereof are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant toeffectiveness of, any registration statement otherwise or amendment thereto, or suspend the use of any prospectus and shall not be required to be preparedamend or supplement the registration statement, filed any related prospectus or any document incorporated therein by reference (other than an effective registration statement being used for an underwritten offering); PROVIDED that the duration of all such postponements or suspensions during any consecutive 365-day period (a "SUSPENSION PERIOD") may not exceed an aggregate of 60 days and made shall not include the 60 days immediately prior to the Termination Date and kept effective by it hereunder (but PROVIDED, FURTHER, that the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension Suspension Period shall be excluded from the calculation of the 90-day period specified described in clause Section 2.2(c) hereof. Such Suspension Period may be effected only if (i) an event or circumstance occurs and is continuing as a result of Section 4.3(a)which the registration statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) if the Board of Directors of (A) the Company determines in its good faith judgment that (A) there is the disclosure of such an event at such time would have a material undisclosed development in adverse effect on the business business, operations or affairs prospects of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed disclosure otherwise relates to a registration statement with the SEC, such registration statement material business transaction which has not yet been declared effectivepublicly disclosed; PROVIDED, that the Effectiveness Period shall be extended by the number of days in any Suspension Period; PROVIDED, FURTHER, that the Company is using its reasonable best efforts may from time to have time suspend the effectiveness for a period not in excess of five Business Days to allow for the updating of the financial statements included in a Registration Statement to the extent required by law, such registration statement declared effective, and the underwriters with respect suspension for updating financial statements not to such registration advise that such registration would be adversely affectedexceed 45 calendar days in aggregate in any 12-month period. If the Company shall so delay postpone the filing of a registration statement, Registration Statement it shall, as promptly as possible, notify deliver a certificate signed by the chief executive officer of the Company to the Selling Stockholders of Holders as to such determination, and the Selling Stockholders Holders shall (1) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (y2) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registration the Company is required to effect pursuant to Section 2.2 hereof. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling StockholdersHolders, which the Selling Stockholders Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC SEC, if applicable, and to obtain any acceleration of the effective date of such registration statementthe applicable Registration Statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall not be obligated to file any registration statement pursuant to Section 2.1 hereof at any time if the Company would be required to include financial statements audited as of any date other than the end of its fiscal year. (b) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days) the filing filing, effectiveness, supplementing or effectiveness of, or suspend the rights amending of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder pursuant to Section 2.1 if the Company in its good faith judgment determines that such registration and offering would interfere with any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries or Affiliates then planned, pending or in progress or would require public disclosure thereof (but unless public disclosure thereof has previously been made) and gives the duration holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 prompt written notice of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation determination and an approximation of the circumstances described in clauses (A) and (B) below anticipated delay; provided, however, that after any exercise of its right to postpone the filing, effectiveness, supplementing or (ii) 120 days after the date amending of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of a registration statement under this Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition2.6(b), the disclosure Company shall not, within six months of which at the expiration of any such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SECpostponement, such registration statement has not yet been declared effective, the Company is using exercise again its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedright of postponement under this Section 2.6(b). If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders such holders of such determination, and the Selling Stockholders Registrable Securities requesting registration thereof pursuant to Section 2.1 shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. The Investors hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to acknowledge that any notice given by the Company of recognized standing in pursuant to this Section 2.6(b) shall constitute material non-public information and that the United States securities law matters, the beneficial owners laws prohibit any Person who has material non-public information about a company from purchasing or selling securities of such Common Stock company or Common Stock Equivalents seeking registration would be free from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Actsecurities. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with file any registration statement pursuant hereto unless to Section 2.1 hereof if, within 15 days after the Company's receipt of the written request of the Initiating Holders, the Company notifies such audit is requested by Initiating Holders that, prior to the underwriters with respect Company's receipt of such request, it had, and it currently has, a plan or intention promptly to register its equity securities under the Securities Act. Holders of Registrable Securities shall have any rights to participate in any such registrationregistration on the terms provided in Section 2.2 hereof.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding ninety (90) days) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 2.1 if the duration of such postponement or suspension may not exceed the earlier to occur of Company determines, in its reasonable judgment, that (i) 15 days after the cessation Company is in possession of material information that has not been disclosed to the circumstances described public and the Company reasonably deems it to be advisable not to disclose such information at such time in clauses (A) and (B) below a registration statement or (ii) 120 days after the date of the determination of the Board of Directors of such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization or other material transaction involving the Company referred to below, and the duration or any of such postponement or suspension shall be excluded from the calculation of the period specified in clause its Affiliates (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development as defined in the business or affairs of rules and regulations adopted under the Company (including Exchange Act) and, in any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effectivecase, the Company is using promptly gives the requesting Holders of Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay or (iii) such other cause as the Company shall have been advised by its reasonable best efforts investment banker make it undesirable or unpracticable to have such registration statement declared effective, and proceed with the underwriters with respect to such registration advise that such registration would be adversely affectedoffering. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders requesting Holders of such determination, and the Selling Stockholders Registrable Securities shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 thirty (30) days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension such withdrawal, such request shall not be counted for purposes of the right requests for registration to make sales, which Holders are entitled pursuant to receive an extension of the registration period equal to the number of days of the suspensionSection 2.1 hereof. (b) The Company Holders of Registrable Securities shall not be required hereby use all reasonable efforts to include shares effect as wide a distribution of Common Stock or Common Stock Equivalents in a registration statement ifthe Registrable Securities as reasonably practicable, in including, if such distribution is pursuant to any underwritten offering, using reasonable efforts to secure the written opinion (to be issued to, and relied upon by, agreement of the Stockholders seeking inclusion) of outside counsel underwriters to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Actsame effect. (c) The CompanyNo Holder of Registrable Securities may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's obligations shall be subject Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to the obligations approve such arrangements, (ii) agrees not to sell Common Stock of the Selling StockholdersCompany in a public offering for a period of ninety (90) days after the date of the offering, which without the Selling Stockholders acknowledgeprior consent of the managing underwriter of the offering, to furnish and (iii) completes and executes all information questionnaires, custody agreements, powers of attorney, indemnities, underwriting agreements and materials and to take any and all actions as may be other documents reasonably required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date terms of such registration statementunderwriting arrangements. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock set forth in Sections 2.1 and Common Stock Equivalents to be registered under the Securities Act 2.2 hereof are subject to each of the following limitations, conditions and qualifications: (ai) The Subject to the next sentence of this paragraph, the Company shall be entitled to postpone postpone, for a reasonable period of time time, the filing or effectiveness of, or suspend the rights of Selling Stockholders any Holders to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but hereunder; provided, however, that the duration of such postponement or suspension may not exceed the earlier to occur of (iA) 15 days after the cessation of the circumstances described in clauses (A) and the next sentence of this paragraph on which such postponement or suspension is based or (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to belowin the next sentence, and the duration of any such postponement or suspension shall be excluded from the calculation of the 90-day period specified described in clause (iSection 2.1(b) of Section 4.3(a)) hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business filing or affairs effectiveness of, or sales pursuant to, such Registration Statement would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or any of its affiliates (including whether or not planned, proposed or authorized prior to an exercise of demand registration rights hereunder or any pending other registration rights agreement) or proposed financing, recapitalization, acquisition or disposition), the require disclosure of material information which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedbonafide business purpose for preserving as confidential. If the Company shall so delay postpone the filing or effectiveness of a registration statement, Registration Statement or so suspend the rights of Holders to make sales it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall (y) have the right (x) right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmative vote of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's such notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the two Demand Registrations the Company is required to effect pursuant to Section 2.1 hereof. (bii) The Company shall not be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement pursuant to Section 2.2 hereof if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersCompany, addressed to the Holders and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter quarter, without registration registration, under Rule 144 144, which opinion may be based in part upon the representation by such Holders, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act and (ii) all requirements under the Securities ActAct for effecting such sales are satisfied at such time. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall not be obligated to file any registration statement pursuant to Section 2.1 hereof at any time if the Company would be required to include financial statements audited as of any date other than the end of its fiscal year. (b) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier pursuant to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of Section 2.1 if the Company referred to belowdetermines, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effectivejudgment, and the underwriters with respect to such registration advise that such registration and offering would be adversely affectedinterfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates or would require premature disclosure thereof and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders such holders of such determination, and the Selling Stockholders Registrable Securities requesting registration thereof pursuant to Section 2.1 shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension of the right to make salessuch withdrawal, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company such request shall not be required hereby counted for purposes of the requests for registration to include shares which holders of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (Registrable Securities are entitled pursuant to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities ActSection 2.1 hereof. (c) The Company's obligations Holders of Registrable Securities shall use all reasonable efforts to effect as wide a distribution of such Registrable Securities as reasonably practicable, and in no event shall any sale of Registrable Securities be subject made knowingly to any Person (including its Affiliates and any Person or entities which are to the obligations knowledge of such holders (or to the knowledge of any underwriter for such holders) part of any 13D Group (as defined in the Exchange Agreement) which includes such purchaser or any of its Affiliates) that, after giving effect to such sale, would Beneficially Own (as defined in the Exchange Agreement) Voting Securities (as defined in the Exchange Agreement) representing more than 5% of the Selling StockholdersTotal Voting Power (as defined in the Exchange Agreement). The holders of such Registrable Securities shall secure the agreement of their underwriter or underwriters, which the Selling Stockholders acknowledgeif any, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company for such offering to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementforegoing. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations obligation of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are is subject to each of the following limitations, conditions and qualifications:. (a) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 180 days, in the case of a registration pursuant to Section 2.1 or 2.2, and 30 days in the case of a registration pursuant to Section 2.9) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 2.1, if the duration of Company determines, in its reasonable judgment, that such postponement or suspension may not exceed the earlier to occur of registration and offering (i) 15 days after would interfere with any financing, acquisition, merger, consolidation, material joint venture, corporate reorganization or other material transaction involving the cessation Company or any of the circumstances described in clauses (A) and (B) below its Affiliates, or (ii) 120 days after the date would require premature disclosure of any of the determination foregoing transactions (or of the Board existence of Directors negotiations, discussions or pending proposals with respect thereto) or of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financingthreatened litigation, recapitalizationclaim, acquisition assessment or disposition), the disclosure of governmental investigation which at such time could would be adverse material to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and promptly gives the underwriters with respect holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice of such registration advise that such registration would be adversely affecteddelay. If the Company shall so delay postpone the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders such holders of such determination, and the Selling Stockholders Registrable Securities requesting registration thereof pursuant to Section 2.1 shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 30 days after receipt of the Company's notice or (y) of postponement and, in the case event of a suspension such withdrawal, such request shall not be counted for purposes of the right requests for registration to make sales, which holders of Registrable Securities are entitled pursuant to receive an extension of the registration period equal to the number of days of the suspensionSection 2.1 hereof. (b) The Company shall not be required hereby obligated to include effect the registration of Registrable Securities of any holder pursuant to Section 2.1, 2.2 or 2.9 unless such holder consents to reasonable conditions imposed by the Company, including without limitation: (i) conditions prohibiting the sale of shares by such holder until the registration shall have been effective for a specified period of Common Stock time; (ii) conditions requiring such holder to comply with all prospectus delivery requirements of the Securities Act and with all anti-stabilization, anti-manipulation and similar provisions of Section 10 of the Exchange Act and any rules issued thereunder by the Commission, and to furnish to the Company information about sales made in such public offering; (iii) conditions prohibiting such holder from effecting sale of shares upon receipt of telegraphic or Common Stock Equivalents in written notice from the Company (until further notice) given to permit the Company to correct or update a registration statement ifor prospectus; and (iv) conditions requiring that at the end of the period during which the Company is obligated to keep the registration statement effective under Section 2.3(ii) or 2.9(c), in the written opinion (such holder shall discontinue sales of shares pursuant to be issued to, and relied such registration statement upon by, the Stockholders seeking inclusion) receipt of outside counsel to notice from the Company of recognized standing in securities law mattersits intention to remove from registration the shares covered by such registration statement that remain unsold, and requiring such holder to notify the beneficial owners Company of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all the number of such shares Registrable Securities registered that remain unsold promptly upon receipt of Common Stock or Common Stock Equivalents within notice from the current calendar quarter without registration under Rule 144 under the Securities ActCompany. (c) The Company's obligations Holders of Registrable Securities shall use their reasonable best efforts to effect as wide a distribution of such Registrable Securities as reasonably practicable, and in no event shall any sale of Registrable Securities be subject made knowingly to (i) any Person (including its Affiliates) or (ii) any Persons or entities which are to the obligations knowledge of such holders (or to the knowledge of any underwriter for such holders) part of any "group" within the meaning of Regulation 13D of the Selling StockholdersExchange Act which includes such purchaser or any of its Affiliates that, which after giving effect to such sale, would beneficially own securities representing more than 5% of the Selling Stockholders acknowledgeaggregate voting power of all outstanding voting securities of the Company. The holders of such Registrable Securities shall secure the agreement of their underwriter or underwriters, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company if any, for such offering to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementforegoing. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registration.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares or Weekly Reader, as applicable, described in Sections 6, 7 and 8 of Common Stock and Common Stock Equivalents to be registered under the Securities Act this Agreement are subject to each of the following limitations, conditions and qualifications: (a) The Subject to the next sentence of this paragraph, the Company or Weekly Reader, as applicable, shall be entitled to postpone postpone, for a reasonable period of time time, the filing or of effectiveness of, or suspend the rights of Selling Stockholders any Holder to make sales pursuant to, any registration statement Registration Statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but under the registration covenants described in Section 6 or Section 8 hereof; PROVIDED, HOWEVER, that the duration of such postponement or suspension may not exceed the earlier to occur of 60 days in any twelve-month period. Such postponement or suspension may only be effected if (i) 15 days after an event or circumstance occurs and is continuing as a result of which such Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the cessation good faith judgment of the Company or Weekly Reader, as applicable, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances described in clauses (A) under which they were made, not misleading and (Bii)(A) below the Company or (ii) 120 days after Weekly Reader, as applicable, determines in its good faith judgment that the date disclosure of the determination of event at that time would have a material adverse effect on the Board of Directors business, operations or prospects of the Company referred to belowor Weekly Reader, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financingas applicable, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed disclosure otherwise relates to a registration statement with the SEC, such registration statement material business transaction or development that has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affectedpublicly disclosed. If the Company or Weekly Reader, as applicable, shall so delay postpone the filing or effectiveness of, or suspend the rights of any Holders to make sales pursuant to, a registration statement, Registration Statement it shall, as promptly as possible, notify the any Selling Stockholders Holders of such determination, and the Selling Stockholders Holders shall have the right (x) have the right, in the case of a postponement of the filing or effectiveness of a registration statementRegistration Statement, upon the affirmation vote of the Selling Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement, to withdraw the request for registration by giving written notice to the Company or Weekly Reader, as applicable, within 10 days after receipt of the Company's notice such notice, or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. Any Demand Registration as to which the withdrawal election referred to in the preceding sentence has been effected shall not be counted for purposes of the Demand Registraion referred to in Section 6 hereof. The time period regarding the effectiveness of any Registration Statement pursuant to Section 6, 7 or 8 hereof, as applicable, shall be extended by a number of days equal to the number of days in the suspension period described in this Section 10(a). (b) The Company or Weekly Reader, as applicable, shall not no be required hereby by this Agreement to include shares of Common Stock or Common Stock Equivalents securities in a registration statement if, Registration Statement relating to a Piggy-back Registration above if (i) in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law mattersor Weekly Reader, as applicable, addressed to the Holders seeking registration and delivered to them, the beneficial owners Holders of such Common Stock or Common Stock Equivalents securities seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents securities within the current calendar quarter succeeding three-month period, without registration registration, under Rule 144 under the Securities Act, which opinion may be based in part upon the representation by the Holders of such securities seeking registration, which registration shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company or Weekly Reader, as applicable, within the meaning of the Act, and (ii) all requirements under the Act for effecting such sales are satisfied at such time. (c) The Company's or Weekly Reader's, as applicable, obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, Holders to furnish all information and materials and not to take any and all actions as may be required under applicable federal Federal and state securities laws and regulations to permit the Company or Weekly Reader, as applicable, to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statementRegistration Statement. (d) The Company or Weekly Reader, as applicable, shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto to this Agreement unless such audit is requested by the underwriters with respect to such registration. (e) Each Holder of Registrable Securities agrees, if an to the extent reasonably requested by the managing underwriter or underwriters in a Public Equity Offering, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (except as part of such Public Equity Offering), during the 90-day period beginning on the closing date of any such Public Equity Offering (which period shall be 180 days in the case of the Company's or Weekly Reader's, as applicable, Initial Public Offering), to the extent timely notified in writing by the Company or Weekly Reader, as applicable, or such managing underwriter or underwriters. In the event that the Company or Weekly Reader, as applicable, is not otherwise in compliance with the provisions of this Agreement at the time the Holders receive any notice pursuant to this Section 10(e), the Holders shall not be required to comply with this Section 10(e). In addition, the provisions of this Section 10(e) shall not apply to any Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, that any such Holder shall undertake not to effect any public sale or distribution of any Registrable Securities commencing on the closing date of any such Public Equity Offering unless it has provided 45 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable best efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: (a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (iw) 15 days 5 Business Days after the cessation of the circumstances described in clauses (Ai) and (Bii) below or (iix) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (ix) of Section 4.3(a2.3(a)) if the Board of Directors of the Company determines in good faith that (Ai) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be materially adverse to the Company's interests or (Bii) the Company is preparing to or has filed a registration statement with the SEC, and if filed such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, effective and the underwriters underwriters, if any, with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (xy) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (yz) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, if the beneficial owners owner of such Common Stock or Common Stock Equivalents seeking registration can obtain, after making a good faith attempt to so obtain, a written opinion of its outside counsel that such beneficial owner would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d) The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant hereto unless such audit is requested by the underwriters with respect to such registrationhereto.

Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations obligation of the Company to use its commercial reasonable efforts to cause shares of Common Stock and Common Stock Equivalents the Registrable Securities to be registered under the Securities Act are is subject to each of the following limitations, conditions and qualifications:. (a1) The Company shall be entitled to postpone for a reasonable period of time (but no more than 45 days) the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, prepared and filed and made and kept effective by it hereunder (but pursuant to Section 2.1, if the duration of Company determines, in its reasonable judgment, that such postponement or suspension may not exceed the earlier to occur of registration and offering (i) 15 days after would interfere with any financing, acquisition, merger, consolidation, material joint venture, corporate reorganization or other material transaction involving the cessation Company or any of the circumstances described in clauses (A) and (B) below its Affiliates, or (ii) 120 days after the date would require premature disclosure of any of the determination foregoing transactions (or of the Board existence of Directors negotiations, discussions or pending proposals with respect thereto) or of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financingthreatened litigation, recapitalizationclaim, acquisition assessment or disposition), the disclosure of governmental investigation which at such time could would be adverse material to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and promptly gives the underwriters with respect Holders entitled to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders pursuant to Section 2.1 written notice of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspensiondelay. (b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking inclusion) of outside counsel to the Company of recognized standing in securities law matters, the beneficial owners of such Common Stock or Common Stock Equivalents seeking registration would be free to sell all of such shares of Common Stock or Common Stock Equivalents within the current calendar quarter without registration under Rule 144 under the Securities Act. (c) The Company's obligations shall be subject to the obligations of the Selling Stockholders, which the Selling Stockholders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of such registration statement. (d2) The Company shall not be obligated to cause effect the registration of Registrable Securities of any special audit Holder pursuant to be undertaken in connection with any registration pursuant hereto Section 2.1 unless such audit is requested Holder consents to reasonable conditions imposed by the underwriters Company, including without limitation: (a) conditions prohibiting the sale of shares by such Holder until the registration shall have been effective for a specified reasonable period of time not to exceed ten (10) days; (b) conditions requiring such Holder to comply with respect all prospectus delivery requirements of the Securities Act and with all anti-stabilization, anti-manipulation and similar provisions of Section 10 of the Exchange Act and any rules issued thereunder by the Commission, and to furnish to the Company information about sales made in such registrationpublic offering; (c) conditions prohibiting such Holder from effecting the sale of shares upon receipt of email, facsimile or other notice from the Company (until further notice) given to permit the Company to correct or update a registration statement or prospectus; and (d) conditions requiring that at the end of the period during which the Company is obligated to keep the registration statement effective under subdivision (2) of Section 2.1 or subdivision (2) of Section 2.2, such Holder shall discontinue sales of shares pursuant to the registration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by the registration statement that remain unsold, and requiring such Holder to notify the Company of the number of Registrable Securities registered that remain unsold promptly upon receipt of notice from the Company.