Common use of Long-Form Registrations Clause in Contracts

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”), the holders of at least a majority of the Preferred Stock Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”), the The holders of at least a majority of the Preferred Stock Investor Registrable Securities may request registration under the Securities Act of all or part of their then outstanding shall be entitled to two (2) Long-Form Registrations; provided that the aggregate offering value of the Investor Registrable Securities represented by such Preferred Stock Registrable Securities on requested to be registered in any Long-Form S-1 or any similar long-form registration; provided, that Registration must be at least $25,000,000. The Company shall pay all Registration Expenses with respect to any demands under Long-Form Registrations. A registration shall not count against the total number of Long-Form Registrations provided for in this clause (a) Section 1B until it has become effective and, in the anticipated aggregate offering price case of the final Long-Form Registration provided for in this Section 1B, unless the holders of Investor Registrable Securities covered by such registration exceeds $20,000,000 are able to register and sell at least eighty percent (net of underwriting discounts and commissions). (b80%) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Investor Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein ; provided that the Company shall pay all Registration Expenses in connection with any registration initiated as “a Long-Form Demand Registration.” The Company shall Registration whether or not be obligated to effect, it has become effective and whether or to take any action to effect, more than two (2) not such registration counts against the total number of Long-Form Demand Registrations pursuant to provided for in this Section 2.1. In addition1B; provided, however, that the Company shall not be obligated required to effect, or to take pay for any action to effect, a Registration Expenses of any Long-Form Demand Registration during Registrations if (i) the period starting with registration request is subsequently withdrawn at the date 90 days prior request of the holders of a majority of the Investor Registrable Securities to be registered for reasons other than an adverse change in financial market conditions affecting the offering or any information relating to the Company’s good faith estimate Company or its Subsidiaries or (ii) the minimum offering conditions set forth in this Section 1B are no longer satisfied because of the date number of filing of, and ending on a date 90 days after holders of Registrable Securities who have withdrawn from the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPOoffering, in which caseeach case unless the holders of a majority of the Investor Registrable Securities agree that such withdrawn registration request nonetheless counts against the total number of Long-Form Registrations provided for in this Section 1B; provided further, ending on that, if the holders of a date 180 days after majority of the effective date Investor Registrable Securities do not agree that such withdrawn registration request nonetheless counts against the total number of Long-Form Registrations provided for in this Section 1B, then all holders that have requested to have Registrable Securities included in such registration subject will pay all Registration Expenses incurred in connection therewith, pro rata based on the number of Registrable Securities requested by such holders to Section 3 hereof; provided, that be included in such registration. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveholders of a majority of the Registrable Securities initially requesting registration.

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after 180 the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days following the effective date of an initial public offering consummation of the Company’s securities (an “IPO”), the holders of at least a majority initial Public Offering of the Preferred Stock Registrable Securities Common Stock, each Stockholder, may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registrationregistration statement for the offering of all or part of its then outstanding Registrable Securities; provided, that with respect to any demands requests under this clause (a), (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 750,000,000 (net or $500,000,000 in the case of underwriting discounts a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and commissions)(C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) Within ten (10) days after receipt of a any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicableeffect, and in any event within 90 days of at the receipt of such requestearliest possible date, a the registration statement under the Securities Act covering all Registrable Securities requested to be included in such registrationAct. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationRegistrations.” The Company shall not be obligated to effect, or to take any action to effect, effect more than two (2) Long-Form Demand Registrations for each Stockholder pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Long-Form Registrations. (a) Subject to the terms of this Agreement, the holders of at least thirty-three percent (33%) of the then outstanding Registrable Shares may, at any time after 180 the earlier of (i) the first anniversary of the date hereof and (ii) one hundred eighty (180) days following the effective date of after an initial public offering of the CompanyCorporation’s securities (an “IPO”)under the Securities Act, the holders of at least a majority of the Preferred Stock Registrable Securities may request registration (which may include a shelf registration) under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities Shares on Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) . Within ten (10) days after receipt of a written any request pursuant to this Section 2.1, the Company Corporation will give written notice of such request to all other holders of Registrable Securities Shares and will use its reasonable best efforts to include in such registration all Registrable Securities Shares with respect to which the Company Corporation has received written requests for inclusion within 20 fifteen (15) days after delivery of the CompanyCorporation’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationRegistrations.” The Company shall not be Corporation is obligated to effect, or to take any action to effect, effect no more than two (2) Long-Form Demand Registrations unless the Corporation is unable to use a Form S-3 (or any similar short form registration) at any time after the Corporation would otherwise be eligible to use a Form S-3 (or any similar short form registration) because (i) the Corporation has not filed all of the material to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act for a period of at least twelve (12) calendar months immediately preceding the date the requested registration statement would be filed in accordance with this Section 2.1. In additionAgreement; (ii) the Corporation has not filed in a timely manner all reports required to be filed during the twelve (12) calendar months and portion of a month immediately preceding the date the requested registration statement would be filed in accordance with this Agreement; (iii) if the Corporation has used (during the twelve (12) calendar months and any portion of a month immediately preceding the date the requested registration statement would be filed in accordance with this Agreement) Rule 12b-25(b) of the Exchange Act with respect to a report or a portion of a report, the Company shall not be obligated Corporation failed to effectfile that report or portion thereof within the time period prescribed by such rule, or (iv) the Corporation or any of its subsidiaries, since the end of the last fiscal year for which certified financial statements thereof were included in a report filed pursuant to take Section 13(a) or 15(d) of the Exchange Act (A) failed to pay any action to effectdividend or sinking fund installment on preferred stock of the Corporation or (B) defaulted on (I) any installment or installments on indebtedness for borrowed money or (II) on any rental on one or more long-term leases, a Long-Form Demand Registration during which defaults in the period starting with the date 90 days prior aggregate are material to the Company’s good faith estimate financial position of the date of filing ofCorporation and its subsidiaries, and ending on taken as a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectivewhole.

Long-Form Registrations. (a) 2.1.1 Subject to the terms of this Agreement, at any time after 180 at least one hundred eighty (180) days following the effective date of an initial public offering closing of the Company’s securities (an “IPO”), the holders of at least a majority of the Preferred Stock Registrable Securities each Holder may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 S-11 or any similar long-form registrationRegistration Statement for the offering of all or part of its Registrable Securities; provided, that with respect to any demands requests under this clause (a) Section 2.1.1, the anticipated aggregate offering price amount of the Registrable Securities covered by such registration exceeds Registration Statement shall exceed $20,000,000 12,500,000 (net of underwriting discounts and commissions). (b) 2.1.2 Within ten (10) days after receipt of a any written request pursuant to this Section 2.12.1.1, the Company Trust will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company Trust has received written requests for inclusion within 20 thirty (30) days after delivery of the CompanyTrust’s notice, and, thereupon the Company Trust will use its reasonable best efforts to file as soon as practicableeffect, and in any event within 90 days of at the receipt of such requestearliest possible date, a the registration statement under the Securities Act covering all Registrable Securities requested to be included in such registrationAct. All registrations requested pursuant to this Section 2.1 2.1.1 are referred to herein as “Long-Form Demand RegistrationRegistrations.” The Company ” 2.1.3 Notwithstanding the foregoing provisions of this Section 2.1, (a) the Trust shall not be obligated to effecteffect a Long-Form Demand Registration at any time when the Trust is eligible at the time of the request to file a Registration Statement on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor thereof, or and (b) the Trust shall not be obligated to take any action to effect, effect more than two (2) Long-Form Demand Registrations for all Holders in the aggregate pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective2.1.1.

Long-Form Registrations. (ai) Subject to the terms of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”), the The holders of at least a majority of the Preferred Stock ABRY Registrable Securities may shall be entitled to request three Long-Form Registrations. A registration under shall not count as a Long-Form Registration for purposes of the Securities Act immediately preceding sentence unless the holders of all or part of their then outstanding ABRY Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect are able to any demands under this clause (a) the anticipated aggregate offering price register and sell at least 90% of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all ABRY Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect; provided, or to take that in any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, event the Company shall not be obligated to effect, or to take pay all Registration Expenses in connection with any action to effect, registration initiated as a Long-Form Demand Registration during whether or not it has become effective and whether or not such registration is counted as one of the period starting with Long-Form Registrations for purposes of the date 90 days prior immediately preceding sentence. (ii) The holders of a majority of the AMFM Registrable Securities shall be entitled to request one Long-Form Registration which request must be for a registration of AMFM Registrable Securities which is reasonably expected to yield at least $5,000,000 of net proceeds to the Company’s good faith estimate sellers of such AMFM Registrable Securities. A registration shall not count as the Long-Form Registration for purposes of the date immediately preceding sentence unless the holders of filing of, AMFM Registrable Securities are able to register and ending on a date 90 days after sell at least 90% of the effective date of, a registration subject AMFM Registrable Securities requested to Section 3 hereof, unless be included in such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereofregistration; provided, that in any event the Company is actively employing shall pay all Registration Expenses in good faith all reasonable efforts to cause connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration statement is counted as the Long-Form Registration for purposes of the immediately preceding sentence. (iii) The holders of at least sixty percent (60%) of the Preferred Registrable Securities shall be entitled to request one Long-Form Registration which request must be for a registration of Preferred Registrable Securities which is reasonably expected to yield at least $5,000,000 of net proceeds to the sellers of such Preferred Registrable Securities. A registration shall not count as the Long-Form Registration for purposes of the immediately preceding sentence unless the holders of Preferred Registrable Securities are able to register and sell at least 90% of the Preferred Registrable Securities requested to be included in such registration; provided, that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effectiveeffective and whether or not such registration is counted as the Long-Form Registration for purposes of the immediately preceding sentence.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after the earlier to occur of (i) July 21, 2007 or (ii) 180 days following the effective date consummation of an initial public offering Public Offering of the Company’s securities (an “IPO”)common equity, the holders of at least a majority of the Preferred Stock Series A/B Registrable Securities and the Warrant Registrable Securities, taken together, may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Series A/B Registrable Securities and the Warrant Registrable Securities on Form S-1 or S-2 or any similar long-form registration. (b) Subject to the terms of this Agreement, commencing at anytime following the 180th day after initial Public Offering of the Company’s common equity, the holders of at least forty percent (40%), in each case, calculated on a fully-diluted basis, of either the Series C Registrable Securities or the Series D Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities on Form S-1 or S-2 or any similar long-form registration; provided, that with respect to any demands under this clause (ab) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions)25,000,000. (bc) Within ten (10) days after receipt of a any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicableeffect, and in any event within 90 days of at the receipt of such requestearliest possible date, a the registration statement under the Securities Act covering all Registrable Securities requested to be included in such registrationAct. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationRegistrations.” The Company shall not be obligated to effect, or to take any action to effect, effect more than two five (25) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, the Company 2.1 (three (3) of which shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior allocated to the Company’s good faith estimate holders of the date Series A/B Registrable Securities and Warrant Registrable Securities, one (1) of filing ofwhich shall be allocated to the holders of Series C Registrable Securities, and ending on a date 90 days after one (1) of which shall be allocated to the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date holders of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveSeries D Registrable Securities).

Long-Form Registrations. (a) Subject The holders of Registrable Securities will be entitled to request one Long-Form Registration which is an IPO and two Long-Form Registrations after the terms of this Agreement, at any time after 180 days following the effective date completion of an initial public offering of IPO in which the Company’s securities (an “IPO”)Company will pay all Registration Expenses. In addition, the holders of at least a majority of the Preferred Stock Medtronic Registrable Securities may shall be entitled to request registration under one Long-Form Registration (other than an IPO), provided that the Securities Act amount of all or part of their then outstanding Medtronic Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price be sold therein shall not be less than $2,000,000. A registration will not count as one of the Registrable Securities covered by such permitted Long-Form Registrations until it has become effective, and no registration exceeds $20,000,000 (net will count as one of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and will use its reasonable best efforts to include in such registration sell all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take ; provided that in any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, event the Company shall not be obligated to effect, or to take will pay all Registration Expenses in connection with any action to effect, registration initiated as a Long-Form Demand Registration during whether or not it has become effective and whether or not all such Registrable Securities are able to be sold; provided however, if the period starting with registration is withdrawn at the date 90 days prior request of the holders of Registrable Securities (other than as a result of the managing underwriter advising such holders that the price at which such shares are likely to be sold is less than 85% of the lowest price originally estimated by such managing underwriter) it will count as one of the Long-Form Registrations. At the request of the holders of a majority of the Registrable Securities originally requesting a Long-Form Registration, such Long-Form Registration shall be an underwritten registration. (a) Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to paragraph l(b), the holders of Registrable Securities will be entitled to request two Short-Form Registrations in which the Company will pay all Registration Expenses ("Company’s good faith estimate -paid Short-Form Registrations") and an unlimited number of Short-Form Registrations in which the holders of Registrable Securities will pay their share of Registration Expenses as set forth in paragraph 5 hereof. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the date Securities Exchange Act, the Company will use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of filing ofRegistrable Securities. A registration will not count as one of the permitted Company-paid Short-Form Registrations until it has become effective, and ending on a date 90 days after the effective date of, a no registration subject to Section 3 hereof, unless such offering is will count as one of the Company’s Qualified IPO, -paid Short-Form Registrations unless the holders of Registrable Securities are able to register and sell all of the Registrable Securities requested to be included in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereofregistration; provided, provided that the Company will pay all Registration Expenses in connection with any registration initiated as a Company-paid Short-Form Registration, whether or not it has become effective and whether or not all such Registrable Securities are able to be sold; provided however, if the registration is actively employing in good faith all reasonable efforts withdrawn at the request of the holders of Registrable Securities (other than as a result of the managing underwriter advising such holders that the price at which such shares are likely to cause be sold is less than 85% of the lowest price originally estimated by such registration statement to become effectivemanaging underwriter) it will count as one of the Company-paid Short-Form Registrations.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”), the The holders of at least a majority of the Preferred Stock Summit Investor Registrable Securities may request registration under the Securities Act of all or part of their then outstanding shall be entitled to three (3) Long-Form Registrations; provided that the aggregate offering value of the Summit Investor Registrable Securities represented by requested to be registered in any Long-Form Registration must be at least $10,000,000 (or any such Preferred Stock lesser amount if all of the Summit Investor Registrable Securities on Form S-1 or any similar long-form registration; provided, that are requested to be registered). Holdings shall pay all Registration Expenses with respect to any demands under Long-Form Registrations. A registration shall not count against the total number of Long-Form Registrations provided for in this clause Section 1B until it has become effective and unless the holders of Summit Investor Registrable Securities are able to register and sell at least ninety percent (a90%) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Summit Investor Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein ; provided that in any event Holdings shall pay all Registration Expenses in connection with any registration initiated as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a Long-Form Registration whether or not it has become effective and whether or not such registration counts against the total number of Long-Form Registrations provided for in this Section 1B; provided further that no Demand Registration during shall be deemed to be a Long-Form Registration whenever Holdings is permitted to use any applicable short form unless the period starting with holders of Summit Investor Registrable Securities specifically request a Long-Form Registration. If the date 90 days prior to the Company’s good faith estimate holders of a majority of the date of filing ofSummit Investor Registrable Securities initially requesting a Long- Form Registration request that such Long-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and ending on a date 90 days after the effective date ofif Holdings is qualified to do so, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all then Holdings shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if Holdings is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities requesting a Shelf Registration may request that such Shelf Registration be an automatic shelf registration statement to become effective(as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Summit Investor Registrable Securities initially requesting registration.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after 180 days following the effective date of an initial public offering a Qualified IPO or the Company becoming Public (as a result of the Company’s securities (an “IPO”Merger or otherwise), the holders of at least a majority of the Preferred Stock Series A Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Series A Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 2,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take any action to effect, more than two one (21) Long-Form Demand Registrations Registration pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a any Long-Form Demand Registration during (i) the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 4 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and (ii) the 180-day period following the Company being Public (as a result of the Merger or otherwise).

Long-Form Registrations. (ai) Subject The holders of Investor Registrable Securities shall be entitled to request four Long-Form Registrations pursuant to Section 1(a)(i) (of which one such Long-Form Registration shall be exercisable at the terms request of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”), the holders of at least a majority of the Preferred Chemical Registrable Securities; provided that the Common Stock is then publicly traded on any national securities exchange or quoted on the NASDAQ System), and the Company shall pay all Registration Expenses in connection therewith; provided that the gross proceeds payable to the holders requesting such registration from any such offering shall equal at least $10,000,000 or the holders requesting such registration shall have requested registration of at least one-third of their Registrable Securities. A registration shall not count as one of the four permitted Long-Form Registrations until it has become effective, and no registration shall count as one of the four permitted Long-Form Registrations unless the holders of Investor Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect are able to any demands under this clause (a) the anticipated aggregate offering price register and sell at least 80% of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take ; provided that in any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, event the Company shall not be obligated pay all Registration Expenses in connection with any registration initiated pursuant to effect, or to take any action to effect, Section 1(a)(i) as a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate whether or not it has become effective and whether or not such registration has counted as one of the date permitted Long-Form Registrations. All Long-Form Registrations initiated pursuant to Section 1(a)(i) shall be underwritten registrations. (ii) The holders of filing ofS&N Registrable Securities shall be entitled to request one Long-Form Registration pursuant to Section 1(a)(ii) and the Company shall pay all Registration Expenses in connection therewith. A registration shall not count as the Long-Form Registration pursuant to Section 1(a)(ii) and this Section 1(b)(ii) until it has become effective, and ending on a date 90 days after unless the effective date of, a holders of S&N Registrable Securities are able to register and sell at least 80% of the S&N Registrable Securities included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration subject initiated pursuant to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on 1(a)(ii) as a date 180 days after the Long-Form Registration whether or not it has become effective date of and whether or not such registration subject has counted as the Long-Form Registration. A Long-Form Registration initiated pursuant to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective1(a)(ii) shall be an underwritten registration.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after the earlier to occur of (i) July 21, 2007 or (ii) 180 days following the effective date consummation of an initial public offering Public Offering of the Company’s securities (an “IPO”)common equity, the holders of at least a majority of the Preferred Stock Series A/B Registrable Securities and the Warrant Registrable Securities, taken together, may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Series A/B Registrable Securities and the Warrant Registrable Securities on Form S-1 or S-2 or any similar long-form registration. (b) Subject to the terms of this Agreement, commencing at anytime following the 180th day after initial Public Offering of the Company’s common equity, the holders of at least forty percent (40%), in each case, calculated on a fully-diluted basis, of either the Series C Registrable Securities or the Series D Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities on Form S-1 or S-2 or any similar long-form registration; provided, that with respect to any demands under this clause (ab) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions)25,000,000. (bc) Within ten (10) days after receipt of a any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicableeffect, and in any event within 90 days of at the receipt of such requestearliest possible date, a the registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationRegistrations.” The Company shall not be obligated to effect, or to take any action to effect, effect more than two five (25) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, the Company 2.1 (three (3) of which shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior allocated to the Company’s good faith estimate holders of the date Series A/B Registrable Securities and Warrant Registrable Securities, one (1) of filing ofwhich shall be allocated to the holders of Series C Registrable Securities, and ending on a date 90 days after one (1) of which shall be allocated to the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date holders of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveSeries D Registrable Securities).

Long-Form Registrations. EGI (aor any affiliates, successor, assign or transferee of EGI) Subject and Perseus-Soros Biopharmaceutical Fund, L.P. ("PSBF") shall each be entitled to the terms xxxxxst up to two Long-Form Registrations, Marquette Venture Partners III, L.P. ("Marquette Investor") (or any successor, assign or transferee of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”Marquette Investor), Tullis-Dickerson and Merrill Lynch Ventures L.P. 2001 ("Merrill Lynch") (xxxxxxxxxxxx, the "Xxxxxxixx Xxonsors") shall each be xxxxxxex xx request one Long-Form Registration and Talon Opportunity Fund, L.P. ("Talon") shall be entitled to request one Long-Form Registration and the holders of at least a majority not less than 1,081,031 shares of Registrable Securities issued pursuant to the Series A Preferred Stock Purchase Agreement dated as of November 30, 2000 other than Talon shall be entitled to one Long-Form Registration. A registration shall not count as one of the Preferred Stock Registrable Securities may request permitted Long-Form Registrations until it has become effective, and no registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price shall count as one of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, permitted Long-Form Registrations unless the Company will give written notice of such request to all other holders of Registrable Securities are able to register and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery sell at least 90% of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all aggregate Registrable Securities requested to be included in such registration. All registrations requested ; provided however, any Registrable Securities that could otherwise have been sold pursuant to this Section 2.1 are referred to herein as “an effective Long-Form Demand Registration.” Registration but are voluntarily withdrawn from such registration (other than a withdrawal based on or in connection with (i) material adverse information concerning the Company of which such holders were not aware at the time of such request, (ii) the interference of a registration statement related to such offer, sale or distribution of Registrable Securities by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason or (iii) in connection with an event contemplated by Section 4(b)), shall be deemed, for the purpose of Section 8(a) below, as having been sold under an effective registration. The Company shall not be obligated to effect, or to take pay all Registration Expenses in connection with any action to effect, more than two (2) registration initiated as one of the Long-Form Demand Registrations pursuant to this Section 2.1. In addition, whether or not it has become effective and whether or not such registration has counted as one of the Company shall not be obligated to effect, or to take any action to effect, a permitted Long-Form Demand Registrations. All Long-Form Registrations shall be underwritten registrations. The Company agrees to use its best efforts to keep the Long-Form Registration during continuously effective for the period starting with the date 90 days prior to the Company’s good faith estimate lesser of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of or until all Registrable Securities covered by such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveLong-Form Registration have been sold.

Long-Form Registrations. (ai) Subject The holders of Investor Registrable Securities shall be entitled to request (A) two (2) Long-Form Registrations in which the terms Company shall pay all Registration Expenses ("Company-paid Long-Form Registrations") and (B) an unlimited number of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”), Long-Form Registrations in which the holders of Investor Registrable Securities register and sell Registrable Securities with an aggregate price paid by the public of at least a majority of $500,000 and in which the Preferred Stock Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities shall pay their share of the Registration Expenses as set forth in Section 5 hereof. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and will use its reasonable best efforts to include in such registration all no Company-paid Long-Form Registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities with respect are able to which the Company has received written requests for inclusion within 20 days after delivery register and sell at least ninety percent (90%) of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein ; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as “a Company-paid Long-Form Demand Registration.” The Registration whether or not it has become effective, and further provided that if the Company pays for such registration, it shall not be obligated to effect, or to take any action to effect, more than two (2) count as one of the permitted Company-paid Long-Form Demand Registrations for the Investors. (ii) If the holders of Warrant Registrable Securities request a Long-Form Registration pursuant to this the provisions of Section 2.1. In addition1(a)(ii) hereof, the Company shall not be obligated to effect, or to take any action to effect, a pay all Registration Expenses ("Company-paid Warrant Long-Form Registrations"). Such a Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate shall not count as one of the date of filing ofpermitted Company-paid Long Form Registrations for the Warrant Security Holders until it has become effective, and ending on a date 90 days after no Demand Registration shall count as one of the effective date of, a registration subject permitted Company-paid Long-Form Registrations for the Warrant Security Holders unless the holders of Warrant Registrable Securities are able to Section 3 hereof, unless register and sell at least ninety percent (90%) of the Warrant Registrable Securities requested to be included in such offering is the Company’s Qualified IPO, registration; provided that in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that any event the Company is actively employing shall pay all Registration Expenses in good faith all reasonable efforts to cause such connection with any registration statement to initiated as a Company-paid Long-Form Registration whether or not it has become effective, and further provided that if the Company pays for such registration, it shall count as one of the permitted Company-paid Long-Form Registrations for the Warrant Security Holders.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after 180 days at least one year following the effective date of an initial public offering consummation of the Company’s securities (an “IPO”)initial Public Offering of the Common Stock, the holders of at least a majority of the Preferred Stock Registrable Securities may Stockholders shall be entitled to request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registrationregistration statement; provided, however, that with respect to any demands request under this clause Section 2.1(a): (ai) the anticipated aggregate offering price amount of the Registrable Securities covered by such registration exceeds shall exceed $20,000,000 750,000,000 (net of underwriting discounts and commissions); (ii) the Company shall not otherwise be eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale of Registrable Securities by the requesting Stockholders; (iii) the requesting Stockholders shall, at the anticipated time of effectiveness of such registration statement, be permitted under the applicable Other Agreements to sell the Common Stock to be registered pursuant to the applicable registration statement; and (iv) the Company shall not be prohibited under the 2007 Registration Rights Agreement from filing such registration statement. (b) Within ten (10) days after receipt of a any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and holders of securities registrable under the 2007 Registration Rights Agreement (to the extent such agreement remains in effect) (the “Other Registrable Securities”) and will use its reasonable best efforts to include in such registration all Registrable Securities (and Other Registrable Securities properly requested by the holders thereof to be included in such registration) with respect to which the Company has received written requests for inclusion within 20 twenty (20) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicableeffect, and in any event within 90 days of at the receipt of such requestearliest possible date, a the registration statement under the Securities Act covering all Registrable Securities requested to be included in such registrationAct. All registrations A registration requested pursuant to this Section 2.1 are is referred to herein as a “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take any action to effect, effect more than two one (21) Long-Form Demand Registrations Registration for the Stockholders pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) at any time after 180 days following the effective date expiration of the IPO Lock-Up Period or (ii) in the event that the Company has not consummated an initial public offering Public Offering prior to the fifth (5th) anniversary of the Company’s securities (an “IPO”)Effective Date, at any time after such date, the holders Pritzker Stockholders (upon the written request of the Pritzker Stockholders holding at least a majority of the Preferred Stock all Registrable Securities held by all Pritzker Stockholders) or the MDP Stockholders may request registration under the Securities Act on Form S-1 or any similar long-form registration statement for the offering of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registrationSecurities; provided, that with respect to any demands request under this clause Section 2.1(a): (aA) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds at the time of the initial filing of any such registration statement is estimated to exceed $20,000,000 100,000,000; (net B) the Company shall not otherwise be eligible at the time of underwriting discounts the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities; and commissions)(C) the sale of Registrable Securities covered by such registration will be pursuant to an underwritten offering. (b) Each request for a Demand Registration (defined below) shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within ten (10) days after receipt of a any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Section 2.4 below) with respect to which the Company has received written requests for inclusion within 20 twenty (20) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicableeffect, and in any event within 90 days of at the receipt of such requestearliest possible date, a the registration statement under the Securities Act covering all Registrable Securities requested to be included in such registrationAct. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationRegistrations.” The Company shall not be obligated to effect, or to take any action to effect, effect more than two (2) Long-Form Demand Registrations for the Pritzker Stockholders and two (2) Long-Form Demand Registrations for the MDP Stockholders pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Long-Form Registrations. The holders of a majority of the ----------------------- Registrable Securities shall be entitled to request (ai) Subject to four Long-Form Registrations in which the terms Company shall pay all Registration Expenses ("Company-paid Long-Form Registrations") and (ii) an unlimited number of this Agreement, at Long- ------------------------------------ Form Registrations in which the holders of Registrable Securities shall pay their share of the Registration Expenses as set forth in paragraph 5 hereof. At any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”)July 24, 1999, the holders of at least a majority of the Preferred Stock R&R Registrable Securities may shall be entitled to request one Long-Form Registrations in which the Company shall pay all Registration Expenses (the "R&R Long-Form Registration"). -------------------------- A registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price shall not count as one of the Registrable Securities covered by such registration exceeds $20,000,000 (net permitted Long-Form Registrations until it has become effective and no Company-paid Long-Form Registration shall count as one of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery sell at least 90% of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein ; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as “a Company-paid Long-Form Demand Registration.” The Company shall Registration whether or not be obligated to effect, it has become effective and whether or to take any action to effect, more than two (2) not such registration has counted as one of the permitted Company-paid Long-Form Demand Registrations pursuant Registrations. A registration shall not count as the one permitted R&R Long-Form Registration until it has become effective and no R&R Long-Form Registration shall count as the one permitted R&R Long-Form Registration unless the holders of R&R Registrable Securities are able to this Section 2.1. In addition, register and sell at least 90% of the R&R Registrable Securities requested to be included in such registration; provided that in any event the Company shall not be obligated to effect, or to take pay all Registration Expenses in connection with any action to effect, a registration initiated as an R&R Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, whether or not it has become effective and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of whether or not such registration subject to Section 3 hereof; provided, that has counted as the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveone permitted R&R Long-Form Registration.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”), the holders of at least a majority of the Preferred Stock Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a any Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Long-Form Registrations. (a) Subject The Required LIH Stockholders will be entitled to request pursuant to Section 1.1 one Long-Form Registration, (b) the terms of this AgreementRequired BancBoston Stockholders will be entitled to request pursuant to Section 1.1 one Long-Form Registration, at any time after 180 days following (c) the effective date of an initial public offering of Required Liberty Mutual Stockholders will be entitled to request pursuant to Section 1.1 one Long-Form Registration, and (d) the Company’s securities (an “IPO”)Required Mezzanine Stockholders will be entitled to request pursuant to Section 1.1 up to two Long-Form Registrations; provided, however, that no such request for a Long-Form Registration shall be made unless such request is for the holders registration of at least a majority 450,000 shares of Common Stock (which number of shares shall be appropriately adjusted for any stock dividend, stock split, combination of shares or other similar event that occurs after the Preferred Stock Registrable Securities may request registration under the Securities Act of date hereof). The Company will pay all or part of their then outstanding Registrable Securities represented by Registration Expenses in connection with any such Preferred Stock Registrable Securities on Long-Form S-1 or any similar long-form registrationRegistration; provided, however, that with respect in the case of any Long-Form Registration as to which LIH Stockholders comprise the Requesting Investors, such LIH Stockholders will pay for any demands under this clause special audits required to be undertaken by the Company in connection therewith. All Long-Form Registrations (unless otherwise requested by the Requisite Registration Participants) shall be underwritten registrations. A. SHORT-FORM REGISTRATIONS. In addition to the Long-Form Registrations contemplated by Section 1.2, the Required LIH Stockholders, the Required BancBoston Stockholders, the Required Liberty Mutual Stockholders, and the Required Mezzanine Stockholders will each be entitled to request an unlimited number of Short-Form Registrations in which the Company will pay all Registration Expenses; provided, however, that (a) in the anticipated aggregate offering price case of any Short-Form Registration as to which LIH Stockholders comprise the Registrable Securities covered Requesting Investors, such LIH Stockholders will pay for any special audits required to be undertaken by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). the Company in connection therewith, (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of no such request to all for a Short-Form Registration shall be made unless such request is for the registration of at least 200,000 shares of Common Stock (which number of shares shall be appropriately adjusted for any stock dividend, stock split, combination of shares or other holders of Registrable Securities similar event that occurs after the date hereof) and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and (c) in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition12 month period, the Company shall not be obligated to effect, or to take any action to effect, a Longeffect more than two Short-Form Demand Registration during the period starting with the date 90 days prior Registrations pursuant to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectivethis Agreement.

Long-Form Registrations. (ai) Subject to the terms holders of this Agreement, at any time after 180 days following the effective date of an initial public offering least 50.1% of the Company’s securities Series D Registrable Securities will be entitled to request up to two (2) Long-Form Registrations in which the Company will pay all Registration Expenses, (ii) the holders of at least 50.1% of the NBIC Registrable Securities will be entitled to request up to one (1) Long-Form Registration in which the Company will pay all Registration Expenses and (iii) the holders of at least 50.1% of the Existing Investor Registrable Securities will be entitled to request up to one (1) Long-Form Registration in which the Company will pay all Registration Expenses, provided, that if the Company has not consummated an “IPO”)IPO prior to January 28, 2003, the holders of at least a majority 50.1% of the Preferred Stock NBIC Registrable Securities may will be entitled to request registration under one (1) additional Long-Form Registration in which the Securities Act of Company will pay all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registrationRegistration Expenses; provided, further, that such right to make an additional Long-Form Registration in accordance with respect this sentence shall terminate upon the earlier to any demands under this clause occur of (ai) the anticipated aggregate offering price date on which NBIC and its Permitted Transferees cease to own, in the aggregate, at least 50% of the number of shares of Common Stock (as adjusted to reflect any stock splits, reverse stock splits, stock dividends, combinations, reclassifications or the like) purchased by NBIC pursuant to the Stock Purchase Agreement, dated as of January 28, 2000, between NBIC and the Company, and (ii) the consummation of an IPO. A registration will not count as a permitted Long-Form Registration until it has become effective and unless the holders of Series D Registrable Securities, NBIC Registrable Securities, or Existing Investor Registrable Securities, as the case may be, are able to register and sell at least 90% of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, that the Company will give written notice of such request to all other holders of Series D Registrable Securities and will use its reasonable best efforts to include in such registration all Securities, NBIC Registrable Securities with respect to which Securities, or Existing Investor Registrable Securities, as the Company has received written requests for inclusion within 20 days after delivery of the Company’s noticecase may be, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities have requested to be included in such registration. All registrations requested pursuant ; provided, further, that a registration will be deemed to this Section 2.1 are referred be effective if the failure of holders to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, sell Registrable Securities is directly caused by reason of a failure on the Company shall not be obligated to effect, or to take any action to effect, part of such holders and provided that the period of effectiveness of a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date need not exceed 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectivedays.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”paragraph 1(a), the holders of at least a majority of the Preferred Stock THLI Registrable Securities may will be entitled to request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on up to three (3) Long-Form S-1 or any similar long-form registration; provided, that with respect to any demands under this clause (a) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, Registrations in which the Company will give written notice pay all Registration Expenses. A registration will not count as one of such request to all other the permitted Long-Form Registrations until it has become effective, and no Long-Form Registration will count as one of the permitted Long-Form Registrations unless the holders of the THLI Registrable Securities are able to register and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery sell at least 90% of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all THLI Registrable Securities requested to be included in such registration. All registrations requested pursuant 2C Short-Form Registrations. In addition to this Section 2.1 are referred to herein as “the Long-Form Registrations provided pursuant to paragraph 1(b), (i) at any time, the holders of THLI Registrable Securities will be entitled to request an unlimited number of Short- Form Registrations in which the Company will pay all Registration Expenses and (ii) the holders of the Series D or E Registrable Securities will be entitled to request up to three (3) Short-Form Registrations in which the Company will pay all Registration Expenses; provided, that the holders of Registrable Securities shall not be entitled to require the Company to effect any Short-Form Registration if the aggregate offering price of Registrable Securities (based on the mid-point of the price range specified in the request for such Short-Form Registration) to be included in such Short-Form Registration is less than $1,000,000. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. The Company will use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. 2D Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, (ii) second, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registration.” . 2E Restrictions on Demand Registrations. The Company shall will not be obligated to effect, or to take effect any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 within sixty (60) days after the effective date of a previous registration of equity securities by the Company. The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration if the Company's Board of Directors determines in good faith that such registration subject Demand Registration would reasonably be expected to Section 3 hereofbe seriously detrimental to the Company and its shareholders; provided, that in such event, (i) the Company is actively employing shall give written notice to the holders of Registrable Securities as soon after such determination as practicable, but in good faith any event within ten (10) days thereafter, (ii) the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all reasonable efforts to cause Registration Expenses in connection with such registration statement and (iii) the Company may postpone a Demand Registration pursuant hereto only once in any 365-day period. 2F Selection of Underwriters. If any Demand Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering, which investment banker(s) and manager(s) shall be nationally recognized, shall be made by the holders of a majority of the Registrable Securities initially requesting such registration, subject to become effectivethe Company's approval which shall not be unreasonably withheld.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after 180 days following the effective date of an initial public offering of the Company’s securities (an “IPO”), the The holders of at least a majority of the Preferred Stock Summit Investor Registrable Securities may request registration under the Securities Act of all or part of their then outstanding shall be entitled to three (3) Long-Form Registrations; provided that the aggregate offering value of the Summit Investor Registrable Securities represented by requested to be registered in any Long-Form Registration must be at least $10,000,000 (or any such Preferred Stock lesser amount if all of the Summit Investor Registrable Securities on Form S-1 or any similar long-form registration; provided, that are requested to be registered). The Company shall pay all Registration Expenses with respect to any demands under Long-Form Registrations. A registration shall not count against the total number of Long-Form Registrations provided for in this clause Section 1B until it has become effective and unless the holders of Summit Investor Registrable Securities are able to register and sell at least ninety percent (a90%) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $20,000,000 (net of underwriting discounts and commissions). (b) Within ten (10) days after receipt of a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Summit Investor Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registration.” The Company shall not be obligated to effect, or to take ; provided that in any action to effect, more than two (2) Long-Form Demand Registrations pursuant to this Section 2.1. In addition, event the Company shall not be obligated to effect, or to take pay all Registration Expenses in connection with any action to effect, registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration counts against the total number of Long-Form Registrations provided for in this Section 1B; provided further that no Demand Registration during the period starting with the date 90 days prior shall be deemed to the Company’s good faith estimate of the date of filing of, and ending on be a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that Long-Form Registration whenever the Company is actively employing in good faith all permitted to use any applicable short form unless the holders of Summit Investor Registrable Securities specifically request a Long- Form Registration. If the holders of a majority of the Summit Investor Registrable Securities initially requesting a Long-Form Registration request that such Long-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and if the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if the Company is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities requesting a Shelf Registration may request that such Shelf Registration be an automatic shelf registration statement to become effective(as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Summit Investor Registrable Securities initially requesting registration.