Common use of Limitations on Required Registrations Clause in Contracts

Limitations on Required Registrations. (a) The Company shall not be required to prepare and file more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock pursuant to Section 1.2(a) hereof. The foregoing, however, shall not limit the Company's obligation from time to time to prepare and file up to one (1) Short-Form Registration Statement each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b) hereof. (b) Only Common Stock may be included in a registration, and, whenever a registration requested by the holders of Registrable Stock is for a firmly under written offering, if the underwriters determine, in their sole discretion, that the number of shares of Common Stock so included which are to be sold by the holders of Registrable Stock is limited due to market conditions, the holders (including both the Initiating Holders and the Requesting Holders) of Registrable Stock proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering of the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from registration; provided, however, that, except with respect to Company-initiated registration statements, if by the withdrawal of such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company (c) The Company shall not be required to prepare and file a registration statement pursuant to Section 1.2 hereof which would become effective within 180 days following the effective date of a registration statement filed by the Company with the Commission pertaining to an underwritten public offering of securities for cash for the account of the Company or if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company in good faith gives written notice to the holders of Registrable Stock that the Company is commencing to prepare a Company-initiated registration statement and the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating and Requesting Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period.

Limitations on Required Registrations. (a) The Company shall not be required to prepare and file effect more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock registrations pursuant to Section 1.2(a) hereof2.2. The foregoing, however, Company shall not limit be required to effect any registration unless the Company's obligation from time to time to prepare anticipated aggregate offering price, net of underwriting discounts and file up to one (1) Short-Form Registration Statement each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b) hereofcommissions, would exceed $2,000,000. (b) Only Common The Company shall not be required to cause a registration requested pursuant to Section 2.2 to become effective prior to the earlier of (i) three years after the date of the first closing under the Series C Purchase Agreement or (ii) six (6) months after the Company's initial registration with the Commission (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable). (c) The Company shall not register securities for sale for its own account or for the account of holders of securities other than Registrable Stock in any registration requested pursuant to Section 2.2 without the written consent of Initiating Holders who hold at least 51% of the Registrable Stock as to which registration has been requested, unless such securities are entitled to be included in such registration only to the extent that the inclusion of such securities will not diminish the amount of Registrable Stock included in such registration or otherwise materially and adversely affect the right of the Initiating Holders to have their Registrable Securities registered. The Company may not cause any other registration of securities for sale for its own account (other than a transaction to which Rule 145 of the Commission is applicable or a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 2.2 and to become effective less than 90 days after the effective date of any registration requested pursuant to Section 2.2. (d) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting may be included in a the registration, and, whenever a registration requested by . Notwithstanding the holders provisions of Registrable Stock is for a firmly under written offeringSections 2.2(b) and 2.4(c), if the underwriters determineunderwriter determines that (i) marketing factors require a limitation of the total number of shares to be underwritten, in their sole discretionor (ii) the offering price per share would be reduced by the inclusion of the shares of the Company or others, that then the number of shares of Common Stock so included which are to be sold by included in the holders registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Stock is limited due through such underwriting, in proportion, as nearly as practicable, to market conditions, the holders (including both the Initiating Holders and the Requesting Holders) of Registrable Stock proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number respective numbers of shares of Registrable Stock then held owned by such holdersHolders at the time of filing the registration statement, respectivelythen, if any, to the Company and others. The underwriters may reduce No stock excluded from the number underwriting by reason of shares of Registrable Securities to the underwriter's marketing limitation shall be included in such registration. If the initial public offering Company disapproves of the Company's Common Stock at their sole discretion; provided thatany such underwriting, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock disapproves of the terms of the underwriting, such holder Company may elect to withdraw therefrom by written notice to the Company, the underwriter Initiating Holders and the Initiating Holdersunderwriter. The Registrable Stock securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided. (e) If at the time of any request to register Registrable Stock pursuant to Section 2.2 hereof, howeverthe Company is engaged, thator has fixed plans to engage within 90 days of the time of the request, except with respect in a registered public offering as to Company-initiated registration statementswhich the Holders may include Registrable Stock pursuant to Section 2.5 hereof or the Company is engaged in any other activity which, if in the good faith determination of the Board, would be adversely affected by the withdrawal of such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such requested registration (up to the maximum material detriment of any limitation imposed by the underwriters)Company, then the Company shall offer to all holders may at its option direct that such request be delayed for a period not in excess of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company (c) The Company shall not be required to prepare and file a registration statement pursuant to Section 1.2 hereof which would become effective within 180 120 days following from the effective date of such offering, or the date of commencement of such other material activity, as the case may be, such right to delay a registration statement filed request to be exercised by the Company with the Commission pertaining to an underwritten public offering of securities for cash for the account of the Company or if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company in good faith gives written notice to the holders of Registrable Stock that the Company is commencing to prepare a Company-initiated registration statement and the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating and Requesting Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-12- month periodperiod while the rights set forth in Section 2.2 are in effect.

Limitations on Required Registrations. (a) The Company shall not be required to prepare and file more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock pursuant to Section 1.2(a2.(a) hereof. The foregoing, however, shall not limit the Company's obligation from time to time to prepare and file up to one two (12) Short-Form Registration Statement Statements each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b2.(b) hereof. (b) Only Common Stock may be included in a registration, and, whenever a registration requested by the holders of Registrable Stock is for a firmly under written underwritten offering, if the underwriters determine, advise the Company in their sole discretionwriting, that marketing factors require a limitation on the number of shares of Common Stock so included which are to be sold by the holders of Registrable Stock is limited due to market conditions, the holders underwritten (including both the Initiating Holders and the Requesting Holders) of Registrable Stock and other securities, as applicable, proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock and other securities then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering of the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Stock so withdrawn of such holder also shall also be withdrawn from registration; provided, however, that, except with respect to Company-initiated registration statements, that if by the withdrawal of such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional shares of Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b3.(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company. (c) The Company shall not be required to prepare and file a registration statement pursuant to Section 1.2 2 hereof which would become effective within 180 days following the effective date of a registration statement filed by the Company with the Commission pertaining to an underwritten public offering of securities for cash for the account of the Company or if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company in good faith gives written notice to the holders of Registrable Stock within thirty (30) days of a registration request by an Initiating Holder that the Company is commencing to prepare a Company-initiated registration statement and the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectivebe filed with the Commission within ninety (90) days of such notice. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders and Requesting Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed and/or declared effective and it is therefore essential in the best interest of the Company to defer the filing or effectiveness of such registration statement, the Company shall have the right to defer such filing or effectiveness for a period of not more than 120 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period.

Limitations on Required Registrations. (a) The Company shall not be required to prepare and file more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock pursuant to Section 1.2(a) hereof. The foregoing, however, shall not limit the Company's obligation from time to time to prepare and file up to one (1) Short-Form Registration Statement each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b) hereof. (b) 2.2.1 Only Common Stock may be included in a registration, and, whenever a registration requested by the holders of Registrable Stock is for a firmly under written underwritten offering, if the underwriters determine, in their sole discretion, that the number of shares of Common Stock so included which are to be sold by the holders of Registrable Stock is limited due to market conditions, the holders (including both the Initiating Holders Holder and the Requesting Holders) of Registrable Stock and other securities, as applicable, proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock and other securities then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering of the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the CompanyVPSI, the underwriter underwriter, and the Initiating HoldersHolder. The Registrable Stock so withdrawn of such holder also shall also be withdrawn from registration; provided, however, that, except with respect to Company-initiated registration statements, that if by the withdrawal of such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company VPSI shall offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company2.2.1. (c) The Company 2.2.2 VPSI shall not be required to prepare and file a registration statement pursuant to Section 1.2 2.1 hereof which if (i) such registration statement would become effective within 180 days following the effective date of a registration statement filed by the Company VPSI with the Commission pertaining to an underwritten VPSI's initial public offering of securities for cash for the account of the Company securities, or if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company (ii) VPSI in good faith gives written notice to the holders of Registrable Stock within 10 days of a registration request by an Initiating Holder that the Company VPSI is commencing to prepare a CompanyVPSI-initiated registration statement and the Company VPSI is actively employing in good faith all reasonable efforts to cause such registration statement to become effectivebe filed with the Commission within 30 days of such notice. (d) 2.2.3 Notwithstanding the foregoing, if the Company VPSI shall furnish to the Initiating Holder and Requesting Holders a certificate signed by the President of the Company VPSI stating that in the good faith judgment of the Board of Directors of the CompanyVPSI, it would be detrimental to the Company VPSI and its shareholders for such registration statement to be filed and/or declared effective and it is therefore essential in the best interest of VPSI to defer the filing or effectiveness of such registration statement, the Company VPSI shall have the right to defer such filing or effectiveness for a period of not more than 120 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company VPSI may not utilize this right more than once in any 12-month period.

Limitations on Required Registrations. (a) The Company Corporation shall not be required to prepare and file more than two (2) Long-Form Registration Statements, which actually become or are declared effective, registration statements at the request of holders of Registrable Stock Stock. pursuant to Section 1.2(a) 2.2 hereof. The foregoing; provided, however, in no case shall not limit the Company's obligation from time -------- ------- corporation be required to time to prepare and file up to more than one (1) ShortLong-Form Registration Statement each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b) hereofStatement. (b) Only Common Stock may be included in a registration, and, whenever a The registration requested by the holders of Registrable Stock is Initiating Holders must be for a firmly under written underwritten offering, if unless such registration shall be registered on Form S-3 under the underwriters determine, Securities Act. In the event that the managing underwriter advises the Corporation in their sole discretion, writing that the number of shares of Common Registrable Stock so requested to be included exceeds the number which can be sold in such offering, the Corporation shall include in such registration, prior to any shares held by Additional Requesting Holders, the Registrable Stock requested to be included which are to in the opinion of the managing underwriters can be sold by sold, among the holders Requesting Holders on the basis of the aggregate number of shares of Registrable Stock is limited due then held by each holder; provided that if any such holder -------- would thus be entitled to market conditionsinclude more shares of Registrable stock than such holder requested to be registered, the excess will be allocated among the other holders (including both on the Initiating Holders and the Requesting Holders) basis of Registrable Stock proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock then held by each holder. For purposes of making any such holdersreduction, respectively. The underwriters may reduce each Stockholder and the number of shares Permitted Transferees shall be deemed to be a single "holder" of Registrable Securities Stock, and any pro rata reduction with respect to such "holder" shall be based --- ---- upon the aggregate amount of Registrable Stock owned by all entities and individuals included in such "holder," as defined in this sentence (and the initial public offering of aggregate amount so allocated to such "holder" shall be allocated among the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered entities and individuals included in such offering shall not be reduced below thirty percent (30%"holder" in such manner as such Stockholder may reasonably determine.) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock disapproves of the terms of the underwriting, such holder Person may elect to withdraw therefrom by written notice to the CompanyCorporation, the managing underwriter and the Initiating Holders. The Registrable Stock stock so withdrawn shall also be withdrawn from registration; provided, however, that, except with respect . Only securities which are to Company-initiated registration statements, if by be included in the withdrawal of such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock underwriting may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Companyregistration. (c) The Company Corporation shall not be required to prepare and file a registration statement pursuant to Section 1.2 2.2 hereof (x) which would become effective within 180 270 days following the effective date of a registration statement (other than a registration statement filed on Form S-8) filed by the Company Corporation with the Commission pertaining to an underwritten public offering of securities for cash for the account of the Company Corporation or its other shareholders or (y) if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company Corporation in good faith gives written notice to the holders of Registrable Stock that the Company is commencing Corporation has determined to prepare a Company-Corporation- initiated registration statement in which, on the terms and subject to the conditions of Sections 2.4 and 2.5 hereof, holders of Registrable Stock may participate, and the Company Corporation is actively employing in good faith all reasonable efforts to cause such registration statement to he filed and thereafter to become effective. (d) Notwithstanding the foregoing, if the Company Corporation shall furnish to the Initiating and Requesting Holders a certificate signed by the President Chief Executive officer of the Company Corporation stating that in the good faith judgment of the Board of Directors of the Company, Corporation it would be seriously detrimental to the Company Corporation and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company Corporation shall have the right to defer taking action with respect to such filing for a period of not more than 120 90 days after receipt of the request of the Initiating Holders; provided. Additionally, howeverif such a registration statement is currently in effect and if the corporation shall furnish to all Prospective Sellers (as defined below) a certificate signed by the Chief Executive officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation it would be seriously detrimental to the Corporation and its stockholders for sales to continue under such registration statement, that then the Company Prospective Sellers shall cease to sell the Registrable Stock for a period of up to 90 days following the date of the certificate of the Chief Executive Officer of the Corporation. The Corporation may not utilize its rights contained in this right Section 2.3(d) to defer or stop an offering more than once in any 12-twelve month period.

Limitations on Required Registrations. (a) The Company shall not be required to prepare and file more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock pursuant to Section 1.2(a) hereof. The foregoing, however, shall not limit the Company's obligation from time to time to prepare and file up to one (1) Short-Form Registration Statement each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b) hereof. (b) 2.2.1 Only Common Stock may be included in a registration, and, whenever a registration requested by the holders of Registrable Stock is for a firmly under written underwritten offering, if the underwriters determine, in their sole discretion, that the number of shares of Common Stock so included which are to be sold by the holders of Registrable Stock is limited due to market conditions, the holders (including both the Initiating Holders Holder and the Requesting Holders) of Registrable Stock and other securities, as applicable, proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock and other securities then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering of the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the CompanyVPSI, the underwriter underwriter, and the Initiating HoldersHolder. The Registrable Stock so withdrawn of such holder also shall also be withdrawn from registration; provided, however, that, except with respect to Company-initiated registration statements, that if by the withdrawal of such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company VPSI shall offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company2.2.1. (c) The Company 2.2.2 VPSI shall not be required to prepare and file a registration statement pursuant to Section 1.2 2.1 hereof which would become effective within 180 days following the effective date of a registration statement filed by the Company with the Commission pertaining to an underwritten public offering of securities for cash for the account of the Company or if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company VPSI in good faith gives written notice to the holders of Registrable Stock within 10 days of a registration request by an Initiating Holder that the Company VPSI is commencing to prepare a CompanyVPSI-initiated registration statement and the Company VPSI is actively employing in good faith all reasonable efforts to cause such registration statement to become effectivebe filed with the Commission within 30 days of such notice. (d) 2.2.3 Notwithstanding the foregoing, if the Company VPSI shall furnish to the Initiating Holder and Requesting Holders a certificate signed by the President of the Company VPSI stating that in the good faith judgment of the Board of Directors of the CompanyVPSI, it would be detrimental to the Company VPSI and its shareholders for such registration statement to be filed and/or declared effective and it is therefore essential in the best interest of VPSI to defer the filing or effectiveness of such registration statement, the Company VPSI shall have the right to defer such filing or effectiveness for a period of not more than 120 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company VPSI may not utilize this right more than once in any 12-month period.

Limitations on Required Registrations. (a) The Company shall not be required to prepare and file effect more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock registrations pursuant to Section 1.2(a) hereof. The foregoing, however, shall not limit the Company's obligation from time to time to prepare and file up to one (1) Short-Form Registration Statement each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b) 2 hereof. (b) Only Common Stock The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be included in a registration, and, whenever initiated after a registration requested by pursuant to Section 2 hereof and to become effective less than ninety (90) days after the holders effective date of Registrable Stock any registration requested pursuant to Section 2 hereof. (c) Whenever a requested registration is for a firmly under written an underwritten offering, if the underwriters determine, in their sole discretion, that the number of only shares of Common Stock so included which are to be sold by the holders of Registrable Stock is limited due to market conditions, the holders (including both the Initiating Holders and the Requesting Holders) of Registrable Stock proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering underwriting pursuant to this Agreement or other agreements with the Company, or shares offered by the Company may be included in the registration. Notwithstanding the provisions of Sections 2(b) and 4(b) hereof, if the underwriter determines that (i) marketing factors require a limitation of the Company's Common Stock at their sole discretion; provided thattotal number of shares to be underwritten, or (ii) the offering price per share would be reduced by the inclusion of the shares in the underwriting, then the number of shares of Registrable Securities requesting inclusion to be included in any post-initial public offering the registration actually and underwriting shall be reduced in whole or in part by the underwriter so long as such limitation is applied on a pro rata basis with respect to all shares proposed or requested to be registered in such offering shall not be reduced below thirty percent (30%) the underwriting. No stock excluded from the underwriting by reason of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holdersunderwriter's marketing limitation shall be included in such registration. If any holder of Registrable Stock the Company disapproves of the terms of the any such underwriting, such holder the Company may elect to withdraw its shares therefrom by written notice to the Company, the underwriter Initiating Holders and the Initiating Holdersunderwriter. The Registrable Stock securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided. (d) If at the time of any request to register Registrable Securities pursuant to Section 2 hereof, howeverthe Company is engaged, thator has fixed plans to engage within ninety (90) days of the time of the request, except with respect in a registered public offering as to Company-initiated registration statements, if by which the withdrawal of Holders have the right to include such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such registration (up Securities pursuant to the maximum of any limitation imposed by the underwriters)Section 5 hereof, then the Company shall offer to all holders may at its option direct that such request be delayed for a period not in excess of Registrable Stock who have included Registrable Stock in six months from the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions effective date of this Section 1.3(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Companyoffering. (ce) The Company shall not be required to prepare and file effect a registration statement pursuant to Section 1.2 2 hereof which would become effective within 180 until the earlier to occur of: (i) April 4, 2002, or (ii) one hundred eighty (180) days following after an Approved Offering (as such term is defined in the Certificate of Designations for the Series A Convertible Preferred Stock (the "Certificate of Designation") that has been filed with the Secretary of State of the State of Delaware). (f) At the time of any request to register Registrable Securities pursuant to Section 2 hereof, all prospective sellers shall select, by a majority vote of the shares proposed to be sold in the offering, a shareholder representative (the "Shareholder Representative") and advise the Company at least ten (10) days in advance of the contemplated effective date of a the registration statement filed by the Company with the Commission pertaining to an underwritten public for such offering of securities for cash for the account identity of the Company or Shareholder Representative. The Shareholder Representative shall have the authority to approve on behalf of himself, if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company in good faith gives written notice to the holders of Registrable Stock that the Company is commencing to prepare a Company-initiated registration statement applicable, and the Company is actively employing in good faith other prospective sellers all reasonable efforts to cause such registration statement to become effective. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating and Requesting Holders a certificate signed by the President material terms of the Company stating that in the good faith judgment of the Board of Directors offering, including without limitation, price and underwriter's discounts and commissions, which terms shall be subject to reasonable approval of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period.

Limitations on Required Registrations. (a) The Company shall not be required to prepare and file more than two (2) Long-Form Registration Statementsregistration statements, which actually become or are declared effective, effective at the request of holders of Registrable Stock Securities pursuant to Section 1.2(a) hereof. The foregoing, however, shall not limit the Company's obligation from time to time to prepare and file up to one (1) Short-Form Registration Statement each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b2(a) hereof. (b) Only Common Stock Shares may be included in a registration, and, whenever a registration requested by the holders of Registrable Stock Securities is for a firmly under written underwritten offering, if the underwriters determine, in their sole discretion, that the number of shares of Common Stock Shares so included which are to be sold by the holders of Registrable Stock Securities is limited due to market conditions, the holders (including both the Initiating Holders and the Requesting Holders) of Registrable Stock Securities proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock Securities then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering of the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Stock Securities so withdrawn shall also be withdrawn from registration; provided, however, that, except with respect to Company-initiated registration statements, if by the withdrawal of such Registrable Stock Securities a greater number of shares of Registrable Stock Securities held by other holders of Registrable Stock Securities may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders of Registrable Stock Securities who have included Registrable Stock Securities in the registration the right to include additional Registrable Stock Securities in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b3(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company. (c) The Company shall not be required to prepare and file a registration statement pursuant to Section 1.2 2 hereof which would become effective within 180 days following the effective date of a registration statement filed by the Company with the Commission pertaining to an underwritten public offering of securities for cash for the account of the Company or if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company in good faith gives written notice to the holders of Registrable Stock Securities that the Company is commencing to prepare a Company-initiated registration statement and the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (d) Notwithstanding The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 60 days) the foregoingfiling of any registration statement (or prospectus, as the case may be) otherwise required to be prepared and filed by it hereunder if the Company shall furnish to determines, in its reasonable judgment, that such registration and offering would have a material and adverse impact on any financing, acquisition, reorganization or other material transaction involving the Company or would require premature disclosures thereof and the Company promptly gives the Initiating Holders and Requesting Holders written notice of such determination, containing a certificate signed by the President general statement of the Company stating that in the good faith judgment reasons for such postponement and an approximation of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month periodanticipated delay.

Limitations on Required Registrations. (ai) The Company shall Holdings will not be required to prepare and file more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock pursuant to Section 1.2(a) hereofInitiating Holders. The foregoing, however, shall Holdings will not limit the Company's obligation from time to time be required to prepare and file up to more than one (1) Short-Form Registration Statement each twelve (12) months if requested by holders Initiating Holders in any twelve month period and shall not be required to prepare and file a Short-Form Registration Statement unless the proposed aggregate offering price of the Registrable Stock pursuant to Section 1.2(b) hereofbe included therein by the Initiating Holders and the Requesting Holders is at least $2.0 million. (bii) Only Common Stock may be included in a registrationregistration (including shares of Common Stock issuable upon conversion of Class A Common Stock, andClass B Common Stock, whenever Class C Common Stock, Class D Common Stock and Class E Common Stock in connection with an Initial Public Offering); provided, that if such -------- registration is for the Initial Public Offering, the conversion of Registrable Stock into Common Stock shall be conditioned upon and shall become effective only immediately prior to consummation of the Initial Public Offering. Whenever a registration requested by the holders of Registrable Stock Initiating Holders or Requesting Holders is for a firmly under written underwritten offering, if the such underwriters determine, in their sole discretion, determine that the number of shares of Common Stock so included which are to be sold by the holders of Registrable Stock Initiating Holders or Requesting Holders is limited due to market conditions, the holders (including both the Initiating Holders and the Requesting Holders) of Registrable Stock Holders proposing to sell their shares in such underwriting and registration shall will share pro rata in the available portion --- ---- of the registration in question, such sharing to be based upon the number of shares of Registrable Stock then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering of the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock Initiating Holders or Requesting Holders disapproves of the terms of the underwriting, such holder Person may elect to withdraw therefrom from such underwriting and registration by written notice to the CompanyHoldings, the underwriter Underwriter and the Initiating Holders. The Registrable Stock so withdrawn shall will also be withdrawn from registration; provided, however, that, except with respect to Company-initiated registration statements, if by the withdrawal of such Registrable -------- ------- Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall Holdings will offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b5(b)(ii). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company. (ciii) The Company shall Holdings will not be required to prepare and file a registration statement pursuant to Section 1.2 5(a) hereof which would could become effective within 180 120 days following the effective date of a registration statement filed by the Company Holdings with the Commission SEC pertaining to an underwritten public offering of securities for cash for the account of the Company or Holdings if the Initiating Holders' request for registration is received by the Company subsequent to such time as the Company Holdings after Holdings in good faith gives written notice to the holders of Registrable Stock that the Company Holdings (i) is commencing to prepare a CompanyHoldings-initiated registration statement and the Company (ii) is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (div) Notwithstanding the foregoing, if the Company shall furnish Holdings furnishes to the Initiating and Requesting Holders pursuant to this Section 5(b) a certificate signed by the President a majority of the Company Board stating that in the Board's good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company Holdings and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall Holdings will have the right to defer such filing for a period of not more than 120 90 days (or 60 days, in the case of a Short-Form Registration Statement) after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period.

Limitations on Required Registrations. (aA) The Company shall not be required to prepare and file effect more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock registrations pursuant to Section 1.2(a) hereof3(b)(i). The foregoing, however, Company shall not limit the Company's obligation from time be required to time to prepare and file up to one (1) Short-Form Registration Statement each twelve (12) months if cause a registration requested by holders of Registrable Stock pursuant to Section 1.2(b3(b)(i) hereofto become effective prior to 180 days after the end of the fiscal quarter of the Company in which the Company meets the requirements necessary to file a Registration Statement other than a Registration Statement on Form S-8 or S-4 or successor forms. (bB) Only Common Stock The Company shall not register securities for sale for its own account in any registration requested pursuant to Section 3(b)(i) unless permitted to do so by the written consent of Initiating Holders who hold at least 51% of the shares of the Registrable Securities as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than a registration with respect to an employee benefit plan) to be included in a registration, and, whenever initiated after a registration requested by pursuant to Section 3(b)(i) and to become effective less than 90 days after the holders of Registrable Stock is for a firmly under written offering, if the underwriters determine, in their sole discretion, that the number of shares of Common Stock so included which are to be sold by the holders of Registrable Stock is limited due to market conditions, the holders (including both the Initiating Holders and the Requesting Holders) of Registrable Stock proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering of the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from registration; provided, however, that, except with respect to Company-initiated registration statements, if by the withdrawal of such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such registration (up to the maximum effective date of any limitation imposed by the underwritersregistration requested pursuant to Section 3(b)(i), then the Company shall offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 1.3(b). The right of a holder of Registrable Stock to participate in an underwritten offering shall be conditioned upon such holder accepting the terms of the underwriting and entering into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company. (cC) The Company shall not be required to prepare and file effect a registration statement pursuant to Section 1.2 hereof which would become effective within 180 days following 3(b)(i) unless the effective date proposed disposition of a registration statement filed by the Company with the Commission pertaining to Registrable Securities has an underwritten public aggregate expected offering price (before deduction of securities for cash for the account underwriting discounts and expenses of sale) of not less than 51% of the Company or if aggregate principle amount of the Initiating Holders' Registrable Securities then outstanding. (D) If at the time of any request for registration is received by the Company subsequent to such time as the Company in good faith gives written notice register Registrable Securities pursuant to the holders of Registrable Stock that Section 3(b)(i) hereof, the Company is commencing engaged, or has fixed plans to prepare a Company-initiated registration statement and the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating and Requesting Holders a certificate signed by the President engage within 120 days of the Company stating that time of the request, in a registered public offering as to which the Holders or Initiating Holders, as applicable, may include such Registrable Securities pursuant to Section 3(a) hereof or is engaged in any other activity which, in the good faith judgment determination of the Board of Directors Company’s Board, would be adversely affected by the requested registration to the material detriment of the Company, it would be detrimental to then the Company and may at its shareholders for option direct that such registration statement to request be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing delayed for a period not in excess of not more than 120 ninety (90) days after receipt from the consummation of such offering, or the request date of commencement of such other material activity, as the Initiating Holders; provided, however, that the Company case may not utilize this right more than once in any 12-month periodbe.