Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. (a) After its initial public offering, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 If any Holder or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding shall have Securities, either individually or in the right to aggregate (adjusted after the original issuance thereof for stock splits, stock dividends, combinations, recapitalizations and the like) request registrations that the Company file a registration statement on Form S-3 (such requests shall be in writing and shall state the number or any successor form to Form S-3) for a public offering of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an reasonably anticipated aggregate price to the publicpublic of which would exceed $2,000,000, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish is a registrant entitled to use Form S-3 to register the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two Registrable Securities for such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Companyan offering, the Company will shall: (i) promptly give written notice of the proposed registration registration, and any related qualification and compliance, to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request. The substantive provisions of Section 1.2(b) shall be applicable to each registration initiated under this Section 1.4 in connection with a firm commitment underwritten public offering. (b) Notwithstanding the foregoing, the Company shall not be obligated to become effective take any action pursuant to this Section 1.4: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as soon as possible thereafter If may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration is for an underwritten offering, of Registrable Securities); (iii) within six (6) months of the provisions effective date of any registration referred to in Sections 1.2(c1.2 or 1.3 above; (iv) and 1.2(d) (with if the substitution of Section 1.4 for references to Section 1.2) hereof Company shall apply furnish to such registrationHolder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or the Purchaser for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration by such Holder, provided that the Company may not use this right more than once in any twelve month period; or (v) after the Company has effected one (1) such registration pursuant to this Section 1.4(a) in the same calendar year.

Registration on Form S-3. Subject to a limit of one registration ------------------------ hereunder in any 12 month period, if at any time (ai) After its initial public offering, any holder or holders of Restricted Stock then outstanding request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4, including but not limited to the intended methods requirement that the Company notify all holders of disposition of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering; provided, however that holders shall have no more than ten (10) days to reply to -------- ------- the Company's notice in order to participate in the offering), shall apply to such shares by such Holder or Holders)registration, provided, however, that except as provided above there shall -------- ------- be no limitation on the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities number of registrations on Form S-3 at an aggregate price to which may be requested and obtained under this Section 6, and provided, further, however, -------- ------- ------- that the public, net of all Selling Expenses of less than $1,000,000, (ii) requirements contained in the circumstances described in clauses (A) and (C) first sentence of Section 1.2(a)(ii)4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Notwithstanding the foregoing, the Company's obligation to file a registration statement pursuant to this Section 6 shall be deferred if: (iiia) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if requesting holders of Restricted Stock a certificate that the Company has effected two such registrations a bona fide intention to file a registration statement within 45 days; (b) 90 days have not elapsed after the prior twelve effective date of a registration statement filed by the Company; or (c) the Company shall furnish to the requesting holders of Restricted Stock a certificate that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future; provided, however, that the deferral provided for in subsection (c) above shall be for a period no greater than 90 days, and may not be requested more than once in any 12 month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its twelve (12) months following the initial public offering of the Company’s securities pursuant to an effective registration statement filed by the Company under the Securities Act, if the Company receives from Abbott a written request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short-form registration statement, for a public offering of Registrable Securities, the reasonably anticipated gross proceeds to the Company would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if within ten (10) days of the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if receipt by the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two of such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Companynotice, the Company will (i) promptly give written notice of the such proposed registration to all other Holders; Holders and (ii) as soon as practicable, and in any event within twenty (20) days after the date shall use its best efforts to cause such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as the Holders specify in such request, may reasonably request together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be required to effect more than two such registrations pursuant to this Section 3.3 in any twelve (12) month period. After the Company’s first public offering of its securities, the Company will use its best efforts to qualify for and remain eligible to use Form S-3 registration or a similar short-form registration. The provisions of Section 3.1(c) shall be applicable to each registration initiated under this Section 3.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 3.3: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and use ending on the date one hundred eighty (180) days immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements (A) to be filed on or before the date such filing would otherwise be required hereunder, (B) to become effective, or (C) to remain effective as soon long as possible thereafter If such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the registration is Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for an underwritten offeringpreserving as confidential or (z) would render the Company unable to comply with requirements of the Commission, the provisions Company shall have the right, but not more than once in any twelve (12) month period, to defer such filing or effectiveness or to suspend such effectiveness for such period as may be reasonably necessary (which period shall not, in any event, exceed one hundred twenty (120) days); provided, however, that if the effectiveness of Sections 1.2(c) and 1.2(d) (with a registration statement is suspended pursuant to this provision, the substitution period of Section 1.4 for references such suspension shall be added to Section 1.2) hereof the end of the period that such registration statement would otherwise be required to be effective hereunder so that the aggregate number of days that such registration statement is required to remain effective hereunder shall apply to such registrationremain unchanged.

Registration on Form S-3. If at any time (ai) After its initial public offering, a holder or holders of Restricted Stock then outstanding requests in writing that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, and (ii) the Company has qualified is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the use method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock a certificate signed by the President of the Company stating that, in addition the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the rights contained Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding Company shall have the right to request registrations on defer the filing of the Form S-3 (such requests shall be in writing and shall state registration statement for a period not more than 60 days after the number receipt of shares the request of Registrable Securities to be disposed the holder or holders of and the intended methods of disposition of such shares by such Holder or Holders), Restricted Stock under this Section 6; provided, however, that the Company shall not be obligated to effect defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such registration (i) if the Holders propose to sell Registrable Securities request, already effected two registrations on Form S-3 at an aggregate price for the holders of Restricted Stock pursuant to the publicthis Section 6, net of all Selling Expenses of less than $1,000,000, or (iiyy) in the circumstances described any particular jurisdiction in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if which the Company shall furnish the certification described would be required to qualify to do business or to execute a general consent to service of process in Section 1.2(b) (but subject to the limitations set forth therein) effecting such registration, qualification or (iv) if compliance. Whenever the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of is required by this Section 1.4(a) hereof is delivered 6 to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all its reasonable best efforts to cause such registration to become effective as soon as possible thereafter If effect the registration is for an underwritten offeringof Restricted Stock, each of the provisions procedures and requirements of Sections 1.2(c) Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and 1.2(d) (provide them with the substitution of Section 1.4 for references opportunity to Section 1.2participate in the offering) hereof shall apply to such registration.

Registration on Form S-3. (ai) After its initial public offeringAs promptly as reasonably practicable after the date hereof, but in no event later than ninety (90) days after the date hereof, the Company shall use all reasonable best efforts to qualify for file with the Commission a registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations statement on Form S-3 (or if Form S-3 is not available, on such requests shall be in writing and shall state form of registration statement as is then available to effect a registration of all the number of shares of Registrable Securities received on the date hereof (including any shares retained by the Company in an escrow for purposes of indemnification); provided that the Company shall convert to be disposed Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date it meets such requirements) relating to the resale by the Holder(s) of and all of the intended methods of disposition of such shares by such Holder or Holders)Registrable Securities; PROVIDED, provided, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this SECTION 2(A), or keep such registration effective pursuant to SECTION 3 in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities or blue sky laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. (iii) As promptly as reasonably practicable after the date that the Company distributes to the Stockholder Earnout Stock, if any, but in no event later than sixty (60) days after such date, the Holders propose to sell Registrable Securities Company shall file with the Commission a registration statement on Form S-3 at an aggregate price (or if Form S-3 is not available, on such form of registration statement as is then available to effect a registration of all such Earnout Stock; provided that the Company shall convert to Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date it meets such requirements) relating to the public, net resale by the Holder(s) of all Selling Expenses of less than $1,000,000such Earnout Stock; PROVIDED, (ii) in HOWEVER, that the circumstances described in clauses (A) and (C) of Section 1.2(a)(iiCompany shall not be obligated to effect any such registration, qualification or compliance pursuant to this SECTION 2(A), or keep such registration effective pursuant to SECTION 3 in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities or blue sky laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. (iii) if the Company The Mandatory Registration Statements filed pursuant to this SECTION 2(A) shall furnish the certification described contain "Selling Stockholders" and "Plan of Distribution" sections in Section 1.2(b) (but subject a form reasonably satisfactory to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month periodHolder(s). (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial 12 months following the IPO, if any, Investors, Rollover Stockholders and Employee Stockholders representing (on an as converted basis) in the aggregate more than one percent (1%) of the Company’s then outstanding Common Stock may request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) or any similar short-form registration statement, for a public offering of Company Securities, if the reasonably anticipated gross proceeds from all resales covered thereunder would exceed $5,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering. Following such a request, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if within 10 days of the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if receipt by the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two of such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Companynotice, the Company will (i) promptly give written notice of the such proposed registration to all other Holders; Holders and (ii) as soon as practicable, and in any event within twenty (20) days after the date shall use its commercially reasonable efforts to cause such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as the Holders specify in such request, may reasonably request together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company; provided, and however, that the Company shall not be required to effect more than two such registrations pursuant to this Section 4.03(a) in any 12 month period. After the Company’s first public offering of its securities, the Company will use all reasonable its best efforts to cause qualify for and remain eligible to use Form S-3 registration or a similar short-form registration. The provisions of Section 4.01(d) shall be applicable to each registration initiated under this Section 4.03(a). (b) The Company may defer the filing (but not the preparation) of a registration statement required by Section 4.03(a) until a date not later than 90 days after the date which is 90 days after the request to file on Form S-3 (or, if longer, 90 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives a request to register shares on Form S-3, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to become effective as soon as possible thereafter If the registration is for an underwritten offeringCompany and its Stockholders or (ii) prior to receiving the request to register shares on Form S-3, the provisions Board had determined to effect a registered underwritten public offering of Sections 1.2(cthe Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and 1.2(dis proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 4.03(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (with i) of the substitution preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 1.4 4.03(b), the Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 4.03(b) and a general statement of the reason for references such deferral and an approximation of the anticipated delay. The Company may defer the filing of a particular registration statement pursuant to this Section 1.24.03(b) hereof shall apply to such registrationonly once.

Registration on Form S-3. (a) After its initial If any of the Holders (excluding the Founders) request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and the intended methods of disposition of to cause such shares by Registrable Securities to be qualified in such jurisdictions as such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 5.3 in any six (6) month period. The Company shall inform other Holders (excluding the Founders) of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1(c) shall be applicable to each such registration initiated under this Section 5.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 5.3: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities); (iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, or any other registration which is not appropriate for the circumstances described in clauses (A) and (C) registration of Section 1.2(a)(iiRegistrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiiv) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received certificate signed by the President of the Company within fifteen (15) days after receipt stating that in the good faith judgment of such written notice from the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company, and 's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by such Holder or Holders, provided that the registration is Company may not exercise this deferral right for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationmore than 150 days in any one year period.

Registration on Form S-3. (a) After its initial If any Holder or Holders holding in the aggregate not less than 30% of the then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offeringoffering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3), the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 8.7 in any six (6) month period. The substantive provisions of Section 8.5(b) (including those provisions with respect to the rights of holders of Other Registrable Securities) shall be applicable to each registration initiated under this Section 8.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 8.7: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (C90) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), ; (iii) if during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date ninety (90) days immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior twelve month period. (b) If a request complying with President of the requirements Company stating that in the good faith judgment of Section 1.4(a) hereof is delivered the Board of Directors it would be seriously detrimental to the CompanyCompany or its shareholders for registration statements to be filed in the near future, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to then the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and 's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to by such registrationHolder.

Registration on Form S-3. (a) After its initial public offering, If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 4 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 2 (including but not limited to the intended methods requirement that the Company notify all holders of disposition of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such shares by such Holder or Holders)registration, provided, however, that the Company shall not be obligated to effect any such registration no more than two (i2) if the Holders propose to sell Registrable Securities registrations on Form S-3 at an aggregate price to may be requested and obtained under this Section 4 within any twelve (12) month period preceding the public, net date of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month periodrequest. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered Notwithstanding anything to the Companycontrary set forth in this Agreement, the Company will (i) promptly give written notice of the proposed registration Company's obligation under this Agreement to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 register Restricted Stock under the Securities Act covering all on registration statements ("Registration Statements") may, upon the reasonable determination of the Registrable Securities that Board of Directors made only once during any 12-month period, be suspended in the Holders specify in event and during such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request period as are specified in a written request received unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company within fifteen (15which includes no secondary offering) days after receipt if the Company is advised in writing by its underwriters that the registration of such written notice from the Restricted Stock would have a material adverse effect on the Company's offering, and use all reasonable best efforts or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event which would require additional disclosure of material information by the Company in Registration Statements or such other filings, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with the Commission's requirements) exist (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") which would make it impractical or inadvisable for the Company to file the Registration Statements or such other filings or to cause such registration to become effective effective. Such suspension shall continue only for so long as soon as possible thereafter If such event is continuing but in no event for a period longer than ninety (90) days. The Company shall notify the registration is for an underwritten offering, Purchasers of the provisions existence and nature of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationany Suspension Event.

Registration on Form S-3. (a) After its initial If the Key Investor Deciders, the Preferred Stockholders, the Warrantholders or any Holder or group of Holders holding at least twenty percent (20%) of the then outstanding Registrable Securities requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed One Million Dollars ($1,000,000), and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all commercially reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and registered for the intended methods of disposition of offering on such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the form. The Company will (i) promptly give written notice of the proposed registration to all other Holders; , and (ii) as soon as practicable, and but in any no event within twenty later than sixty (2060) days after following the date request, use commercially reasonable efforts to effect such request is delivered registration (including, without limitation, the execution of an undertaking to the Company, file a Registration Statement on Form S-3 post-effective amendments and appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act covering Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Registrable Securities that the Holders specify as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen twenty (1520) days after receipt of written notice from the Company; provided that if such registration is related to a block trade, such request must be received within three (3) days after receipt of such written notice from the CompanyCompany by any Holder. The substantive provisions of Section 1.6(b) shall be applicable to each registration initiated under this Section 1.8. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.8: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration or qualification unless the Company is already subject to service in such jurisdiction and use all reasonable best efforts except as may be required by the Securities Act; (ii) in a given twelve (12)-month period, after the Company has effected two (2) such registrations pursuant to cause subparagraph 1.8(a) during such period; or (iii) if the Company shall furnish to such requesting Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, there is a Valid Business Reason for such registration to become effective as soon as possible thereafter If the be deferred for up to two (2) periods (including those set forth in Section 1.7), of sixty (60) days each. The Company shall not defer its obligation in this manner more than once with respect to any registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) request in any twelve (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration12)-month period.

Registration on Form S-3. (a) After its initial If the Holders representing 50% of the Registrable Securities request in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of Common Stock, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Common Stock for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified cause such Common Stock to be registered for the use of Form S-3offering on such form; PROVIDED, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, howeverHOWEVER, that the Company shall not be obligated required to effect more than two registrations pursuant to this Section 1.4 in any such registration twelve (i12) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company. The Company will, the Company will as soon as practicable, (i) promptly give written notice of the proposed registration to all other Holders; Holders and (ii) as soon as practicableuse its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 appropriate compliance with applicable regulations issued under the Securities Act covering and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities that the Holders specify such Common Stock as are specified in such request, request together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company. The substantive provisions of Section 1.2(b) shall be applicable to each registration initiated under this Section 1.4. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.4 (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (ii) during the period ending on a date three (3) months following the effective date of, a registration statement (other than with respect to a registration of securities in a Rule 145 Transaction, or a registration on Form S-8 (or any successor form) relating to an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), or (iii) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a single period not to exceed ninety (90) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationHolders.

Registration on Form S-3. (a) After its initial public offering, If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 4 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 2 (including but not limited to the intended methods of disposition of such shares by such Holder or Holders), provided, however, requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall not be obligated apply to effect any such registration registration, PROVIDED, HOWEVER, that no more than two (i2) if the Holders propose to sell Registrable Securities registrations on Form S-3 at an aggregate price to may be requested and obtained under this Section 4 within any twelve (12) month period preceding the public, net date of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month periodrequest. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered Notwithstanding anything to the Companycontrary set forth in this Agreement, the Company will (i) promptly give written notice of the proposed registration Company's obligation under this Agreement to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 register Restricted Stock under the Securities Act covering all on registration statements ("REGISTRATION STATEMENTS") may, upon the reasonable determination of the Registrable Securities that Board of Directors made only once during any 12-month period, be suspended in the Holders specify in event and during such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request period as are specified in a written request received unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company within fifteen (15which includes no secondary offering) days after receipt if the Company is advised in writing by its underwriters that the registration of such written notice from the Restricted Stock would have a material adverse effect on the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten 's offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the provisions occurrence of Sections 1.2(c) and 1.2(d) (an event which would require additional disclosure of material information by the Company in Registration Statements or such other filings, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.Commission's

Registration on Form S-3. (a) After its initial public offeringAt any time commencing after the date of exercise of the Option, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, and in addition to the rights contained in under Sections 2.1 and 2.2 hereof, if at any time a Stockholder makes a written request or requests that the foregoing provisions of this Section 1, Holders of at least ten percent (10%) Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities then outstanding shall have owned by such Stockholder, the right to request registrations on Form S-3 (Company will: 2.3.1. as soon as practicable, effect such requests shall registration and all such qualifications and compliances as may be in writing so requested as would permit or facilitate the sale and shall state distribution of all or such portion of the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of as are specified in such shares by such Holder or Holders)request, providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3.1: (ia) if Form S-3 is not available for such offering by the Selling Holders; (b) if the Holders Selling Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities on Form S-3 shares of Common Stock and such other securities (if any) at an aggregate price to the public, public (net of all Selling Expenses any underwriters' discounts or commissions) of less than $1,000,000, 500,000; (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iiic) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or Stockholder Representative 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 seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Stockholder Representative, after a Stockholder Action, under this Section 2.3.1 (ivPROVIDED, HOWEVER, that the Company shall not utilize this right more than once in any 12 month period); (d) if the Company has has, within the 12 month period preceding the date of such request, already effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under for the Securities Act covering all of the Registrable Securities that the Rights Holders specify in such request, together with all pursuant to this Section 2.3.1; or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by (v) if the Company within fifteen (15) days after receipt would be required to qualify to do business or to execute a general consent to service of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to process in effecting such registration, qualification or compliance.

Registration on Form S-3. If at any time (ai) After its initial public offering, the Holder of Registrable Securities requests in writing that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form or forms. After any portion of the shares of Registrable Securities held by the requesting Holder, (ii) the aggregate price to the public of such offering would reasonably be expected to exceed $750,000, and (iii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities specified in such notice. Whenever the Company is required by this Section 1.3 to be disposed use its best efforts to effect the registration of Registrable Securities, each of the procedures and the intended methods requirements of disposition of Section 1.5(d) shall apply to such shares by such Holder or Holders), registration; provided, however, that the Company shall not be obligated to effect register Registrable Securities under this Section 1.3 on more than two occasions or on more than one occasion in any such six-month period. Notwithstanding anything to the contrary in this Agreement, the Company may delay the filing of a registration statement on Form S-3 if: (i) if in the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price good faith and reasonable judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the publicCompany, net and the Board of all Selling Expenses Directors concludes, as a result, that it is essential to defer the filing of less than $1,000,000such registration statement at such time, and (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth thereinHolders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement. Upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event which makes any statement made in the S-3 or related prospectus untrue or which requires the making of any changes in such Form S-3 or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, each Holder shall forthwith discontinue disposition of shares pursuant to such Form S-3 until such Holder's receipt of the copies of the supplemented or amended prospectus (which the Company shall use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing (ivthe "Advice" ) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt that the use of such written notice from the Companyprospectus may be resumed, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If has received copies of any additional or supplemental filings which are incorporated by reference in the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationprospectus.

Registration on Form S-3. (a) After its initial public offering, the Company shall use all reasonable best efforts has qualified as a registrant whose securities may be sold pursuant to qualify for registration on a Registration Statement on Form S-3 (or any comparable or similar successor form or formsform), it will forthwith notify Holder that the Company so qualifies. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall Holder will have the right to request registrations one registration on Form S-3 during any nine-month period (such requests shall will be in writing and shall will state the number of shares of Registrable Securities to be disposed of and the intended methods method of disposition of such shares Registrable Securities by such Holder or HoldersHolder), ; provided, however, that the Company shall will not be obligated required to effect any such a registration pursuant to this Section 1.5 (i) if unless the Holders propose Holder proposes to sell dispose of Registrable Securities having an aggregate public offering price (before deduction of underwriting discounts and sales commissions) of at least $1,000,000 or (ii) within six months following the effective date of any registration statement (other than a registration statement with respect to an employee stock plan or a registration of securities in a Rule 145 transaction). (b) The Company will give notice to Holder of the receipt of a request for registration pursuant to this Section 1.5 and will provide a reasonable opportunity for Holder to participate in the registration. Subject to the foregoing, the Company will use commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 at an aggregate price to the public, net extent requested by Holder for purposes of all Selling Expenses of less than $1,000,000, (ii) disposition. The Company and Other Shareholders will have the right to participate in such registration in the circumstances described manner provided in clauses Section 1.2, except that in the event the Underwriter determines that market factors require a limitation on the number of shares to be underwritten, then shares will be excluded from such registration and underwriting pursuant to the allocation method (Aand subject to any limitations) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject 1.2(c). Any registration pursuant to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If this Section 1.5 will not be counted as a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references pursuant to Section 1.2) hereof shall apply to such registration1.2(a).

Registration on Form S-3. (a) After its initial If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and the intended methods of disposition of to cause such shares by Registrable Securities to be qualified in such jurisdictions as such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be obligated required to effect more than one registration pursuant to this Section 1.7 in any such six (6) month period. The Company shall inform other Holders of the proposed registration (i) if and offer them the Holders propose opportunity to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) participate. The substantive provisions of Section 1.2(a)(ii), (iii1.5(b) if the Company shall furnish the certification described in be applicable to each registration initiated under this Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period1.7. (b) If Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7 (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request complying of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the requirements Commission within ninety (90) days of Section 1.4(areceipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iii) hereof is delivered during the period starting with the date sixty (60) days prior to the Company, the Company will (i) promptly give written notice 's estimated date of the proposed registration to all other Holders; and (ii) as soon as practicablefiling of, and in any event within twenty (20) days after ending on the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen six (156) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.months

Registration on Form S-3. (a) After its initial public offeringThis provision is applicable once the Company commences a Public Offering. Thereupon, in case the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 receive from one or any comparable more Holder or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding shall have Shares a written request or requests that the right to request registrations Company effect a registration on Form S-3 (such requests shall be in writing or any similar form promulgated by the Securities and shall state Exchange Commission) and any related qualification or compliance with respect to all or a part of the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares owned by such Holder or Holders), the Company will: (i) within ten (10) days of the receipt after such notice give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (ii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2(b): (i1) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to or a similar form is not available for such offering by the public, net of all Selling Expenses of less than $1,000,000, Holders; (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii2) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if Holders a certificate signed by the President of the Company has effected two such registrations within stating that in the prior twelve month period. (b) If a request complying with good faith judgment of the requirements Board of Section 1.4(a) hereof is delivered to Directors of the Company, it would be seriously detrimental to the Company will (i) promptly give written notice and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all registration statement for a period of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen not more than sixty (1560) days after receipt of the request of the Holder or Holders under this Section 2(b); provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (3) if the Holders are otherwise eligible to sell all of their Registrable Shares within a 90 day period under Rule 144 of the Securities Act; (4) if such written notice from Form S-3 Registration covers an offering of less than $500,000 of Registrable Shares, or (5) if the CompanyCompany has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2(b); (6) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (7) the Company has already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2(b). (iii) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Shares and use all reasonable best efforts other securities so requested to cause such registration to become effective be registered as soon as possible thereafter If practicable after receipt of the registration is for an underwritten offering, request or requests of the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationHolders.

Registration on Form S-3. (a) After its initial If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which would equal or exceed $2,500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and the intended methods of disposition of to cause such shares by Registrable Securities to be qualified in such jurisdictions as such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 5.3 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1(b) shall be applicable to each such registration initiated under this Section 5.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 5.3: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than a registration of securities in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iia Rule 145 transaction or with respect to an employee benefit plan), ; (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if after the Company has effected two such registrations within the prior twelve month period.pursuant to Section 5.3(a), and such registrations have been declared or ordered effective; (biv) If a request complying during the period starting with the requirements date of Section 1.4(a) hereof is delivered filing of, and ending on the date 180 days immediately following the effective date of, any registration statement pertaining to the Company, securities of the Company will (i) promptly give written notice other than a registration of the proposed registration securities in a Rule 145 transaction or with respect to all other Holders; and (ii) as soon as practicablean employee benefit plan), and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities provided that the Holders specify Company is actively employing in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use good faith all reasonable best efforts to cause such registration statement to become effective as soon as possible thereafter If effective; or (v) if the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof Company shall apply furnish to such registrationHolder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future, in which case the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders, provided that the Company may not exercise this deferral right more than once per twelve-month period.

Registration on Form S-3. (a) After its initial If any Holder or Holders holding in the aggregate not less than twenty-five percent (25%) of the issued or issuable Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of the Registrable Securities the reasonable anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, -------- however, that the Company shall not be required to effect more than one ------- registration pursuant to this Section 9.2 in any six month period. The substantive provisions of Section 9.5 shall be applicable to each registration initiated under this Section 9.2. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 9.2 (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable Securities on Form S-3 at an aggregate price execute a general consent to service of process in effecting such registration, unless the public, net of all Selling Expenses of less than $1,000,000, Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (C90) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), ; (iii) if during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior twelve month period. (b) If a request complying with President of the requirements Company stating that in the good faith judgment of Section 1.4(a) hereof is delivered the Board of Directors it would be seriously detrimental to the CompanyCompany or its shareholders for registration statements to be filed in the near future, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to then the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and 's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to by such registrationHolder.

Registration on Form S-3. If at any time (ai) After its initial public offering, one or more holders of Preferred Restricted Stock request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the Common Securities held by such requesting Stockholder or forms. After Stockholders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Common Securities specified in such notice. Whenever the Company is required by this Section 6 to be disposed use its best efforts to effect the registration of Common Securities, each of the procedures and requirements of Section 4 (including but not limited to (i) the intended methods requirement that the Company notify all holders of disposition of Preferred Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering and (ii) the share allocation procedures set forth in Section 4(c)) shall apply to such shares by such Holder or Holders)registration, provided, however, that the Company shall only be obligated to register Common Securities pursuant to this Section 6 on three occasions at the request of holders of Preferred Restricted Stock other than Series E Restricted Stock and on three occasions at the request of holders of Series E Restricted Stock, provided, further, however, the Company shall not be obligated to effect any such file more than one registration (i) if the Holders propose to sell Registrable Securities statement on Form S-3 at an aggregate price pursuant to this Section 6 during any 12-month period, and provided, further, however, that the public, net of all Selling Expenses of less than $1,000,000, (ii) requirements contained in the circumstances described in clauses (Afirst sentence of Sections 4(a)(1) and (Cthe first sentence of 4(a)(2) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject not apply to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed any registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 which may be requested and obtained under this Section 6. Requesting Stockholders holding a majority of the Common Securities to be included in a registration by the requesting Stockholders shall have the right to cancel a proposed registration of Restricted Stock pursuant to Section 6 if there has been a material adverse change in the operating results, financial condition, or business of the Company that was not publicly known at the time that the Stockholders made their request. Any registration so cancelled shall not be counted toward the number of requested registrations permitted under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationAgreement.

Registration on Form S-3. (a) After The Company will use its initial public offering, the Company shall use all reasonable best efforts to qualify maintain its eligibility for the registration of its securities on Form S-3 (or any successor form). Subject to Section 2.2(b) through 2.2(d) below, the Bakers may request on one (1) occasion by written notice to the Company that the Company file a Registration Statement on Form S-3 (or any comparable or successor form or forms. After the Company has qualified form) for the use a public offering of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Demand Registrable Securities then outstanding (the “Demand Registration Right”). The Company shall have the right use its best efforts to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Demand Registrable Securities to be disposed of registered for the offering on such form and to cause such Demand Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Bakers may reasonably request; provided, however, that the Company shall not be obligated required to effect any more than one (1) such registration (i) if at the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to request of the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month periodBakers. (b) If a request complying Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.2 during the period starting with the requirements of Section 1.4(adate sixty (60) hereof is delivered days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated Registration Statement that is subject to Section 2.1 of this Agreement, provided that the Company is actively employing in good faith reasonable efforts to cause such Registration Statement to become effective. (c) If the Company is requested to effect a Registration Statement pursuant to this Section 2.2 and in the good faith reasonable judgment of the Company’s Board of Directors, the filing of such Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company or its stockholders, the Company will shall have the right to defer such filing for a period of not more than ninety (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (2090) days after receipt of the date request for such request is delivered to registration from the Company, Bakers; provided that during such time the Company may not file a Registration Statement (other than a Registration Statement on Form S-3 under S-4 or Form S-8 or a Registration Statement already approved by the Securities Act covering all Board) for securities to be issued and sold for its own account or that of anyone other than the Bakers. (d) If, at any time prior to the expiration of the Registration Period (as defined below), in the good faith reasonable judgment of the Company’s Board of Directors, the disposition of Demand Registrable Securities that would require the Holders specify premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company or its stockholders, then the Company shall not be required to maintain the effectiveness of, or amend or supplement, the Registration Statement until the date on which such material information is disclosed to the public or ceases to be material (the “Disclosure Delay Period”). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten (10) trading days. The Company will give prompt notice to the Bakers of each Disclosure Delay Period and if practicable, such requestnotice shall estimate the duration of such Disclosure Delay Period. The Bakers agree that, together with all or such portion upon receipt of a notice of a Disclosure Delay Period prior to the disposition of the Demand Registrable Securities, the Bakers will discontinue the disposition of Demand Registrable Securities of pursuant to the Registration Statement, and will not deliver any Holder or Holders joining Prospectus in such request as are specified in a written request received by the Company within fifteen (15) days after receipt connection with any sale of such written notice from Demand Registrable Securities until the Company, and use all reasonable best efforts to cause expiration of such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationDisclosure Delay Period.

Registration on Form S-3. (a) After its initial public offering, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 If any Holder or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have request that the right to request registrations Company file a registration statement on Form S-3 (such requests shall be in writing and shall state the number of shares or any successor form to Form S-3), or any similar short-form registration statement, for a public offering of Registrable Securities to be disposed of and the intended methods of disposition of such shares owned by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an reasonably anticipated aggregate price to the publicpublic of which, net of all Selling Expenses of less than underwriting discounts and commissions, would exceed $1,000,000, (ii) in the circumstances described in clauses (A) 500,000 and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish is a registrant entitled to use Form S-3 (or any successor or similar form) to register the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two Registrable Securities for such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Companyan offering, the Company will shall: (i) promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders; and ; (ii) as soon as practicableinclude in such registration (and any related qualification under blue sky laws or other compliance), and in any event within twenty (20) days after the date such request is delivered to the Companyunderwriting involved therein, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company or requests, made within fifteen ten (1510) days after receipt of such written notice from the Company, and by any Holder; and (iii) use all reasonable its best efforts to cause such registration Registrable Securities to become effective be registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as soon as possible thereafter If the registration is for an underwritten offeringHolder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 2.4 in any twelve (12) month period. After the Company’s Qualified Public Offering, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.22.2(b) hereof shall apply be applicable to each registration initiated under this Section 2.4. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.4: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of any Holder or Holders pursuant to this Section 2.4, gives notice of its bonafide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to an offering solely to officers, directors, employees or consultants of the Company), provided that the Company is actively employing in good faith its reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such registrationHolders a certificate signed by the President of the Company stating that in the good faith judgment of the Company’s Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statement to be filed at such time, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided, however, that the Company shall not exercise this Section 2.4(b)(iii) right more than once in any twelve-month period.

Registration on Form S-3. (a) After its initial public offeringSubject to receipt of necessary information from the Investor Stockholders, the Company shall use all reasonable best efforts will, as soon as practical but in no event later than 30 days following the earlier of the date of (x) the conversion of the Notes or (y) the initial issuance of the Series B Preferred Stock, in each case pursuant to qualify for registration on the terms and conditions of the Purchase Agreement, prepare and file with the SEC a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) permit a public offering and resale of the Registrable Securities then outstanding under the Securities Act on a continuous (or shelf) basis under Rule 415. The Company acknowledges that the plan of distribution contemplated by such Registration Statement shall have include offers and sales through underwriters or agents, offers and sales directly to investors, block trades and such other methods of offer and sale as the right Investor Stockholders shall request. The Company will use its reasonable best efforts to request registrations cause the Registration Statement to be declared effective by the SEC within 90 days following the earlier of the date of (x) the conversion of the Notes or (y) the initial issuance of the Series B Preferred Stock, in each case, pursuant to the terms and conditions of the Purchase Agreement. The Company will cause such Registration Statement to remain effective until such time as all of the shares of Common Stock designated thereunder are sold or the holders thereof are entitled to rely on Rule 144(k) for sales of Registrable Securities without registration under the Securities Act and without compliance with the public information, sales volume, manner of sale or notice requirements of Rule 144(c), (e), (f) or (h). The Company will file its pro-forma financial statements required by the Company’s Form S-3 8-K filing obligations under the Exchange Act within (such requests i) 75 days of the Company’s filing of the applicable Form 8-K relating to the Company’s acquisition of Beta Analytics, Incorporated and (ii) 60 days of the Company’s filing of the applicable Form 8-K relating to any other Company Acquisition. The Company will pay all Registration Expenses of each registration of Registrable Securities pursuant to this Section 3. The number of shares of Common Stock designated in the Registration Statement shall be in writing and shall state equal to the sum of the number of shares of Registrable Securities to be disposed Common Stock issuable upon (a) the conversion of the Series B Preferred Stock issued on conversion of the Notes and the intended methods conversion of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) Series B Preferred Stock and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements exercise of Section 1.4(a) hereof is delivered the Warrants held by or issuable to the CompanyInvestor Stockholders. The Company acknowledges that at the time the Company files the Registration Statement pursuant to this Section 3 the number of Registrable Securities will not be fixed due to the antidilution and other provisions related to the Notes, Shares and Warrants (“Adjustment Provisions”) and due to possible future issuances of Notes, Shares and Warrants at Subsequent Closings (“Subsequent Closing Provisions”). Accordingly, the Company agrees that it will (i) promptly give written notice register the number of shares of Common Stock issuable upon conversion of Series B Preferred Stock issuable on conversion of the proposed registration Notes and the conversion of the Series B Preferred Stock and on the exercise of the Warrants held by or issuable to all other Holders; and (ii) the Investor Stockholders as of the date hereof. The Company agrees that, thereafter, it will file, as soon as practicable, and practicable but in any no event within twenty (20) later than 30 days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all issuance of the additional Registrable Securities that are not covered by such Registration Statement (due to the Holders specify in such request, together with all or such portion effect of the Registrable Securities of any Holder or Holders joining in Adjustment Provisions and the Subsequent Closing Provisions) such request amendments and/or supplements to the Registration Statement, and such additional Registration Statements as are specified necessary in order to ensure that at least 100% of the number of shares of Common Stock issuable on conversion of the Series B Preferred Stock issuable on conversion of the Notes and the conversion of the Series B Preferred Stock and on the exercise of the Warrants held by or issuable to the Investor Stockholders are included in a written request received by Registration Statement, and the Company within fifteen (15) days after receipt of such written notice from the Company, and will use all its reasonable best efforts to cause such registration amendments, supplements and additional Registration Statements to become be declared effective as soon as possible thereafter If within 90 days following the registration is for issuance of such additional Registrable Securities that are not otherwise covered by an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationeffective Registration Statement.

Registration on Form S-3. (a) After its initial public offering, If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its reasonable best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the intended methods of disposition of such shares by such Holder or Holders), provided, however, requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall not apply to such registration; PROVIDED, HOWEVER, that there shall be obligated to effect any such registration (i) if no limitation on the Holders propose to sell Registrable Securities number of registrations on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) which may be requested and (C) of obtained under this Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period6. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered Notwithstanding anything to the Companycontrary set forth in this Agreement, the Company will (i) promptly give written notice of the proposed registration Company's obligation under this Agreement to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 register Restricted Stock under the Securities Act covering all on registration statements ("Registration Statements") may, upon the reasonable determination of the Registrable Securities that Board of Directors made only once during any six (6) month period, be suspended in the Holders specify in event and during such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request period as are specified in a written request received unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company within fifteen (15which includes no secondary offering) days after receipt if the Company is advised in writing by its underwriters that the registration of such written notice from the Restricted Stock would have a material adverse effect on the Company's offering, and use all reasonable best efforts or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event which would require additional disclosure of material information by the Company in Registration Statements or such other filings, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with Commission requirements) exist (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") which would make it impractical or unadvisable for the Company to file the Registration Statements or such other filings or to cause such registration to become effective effective. Such suspension shall continue only for so long as soon as possible thereafter If such event is continuing but in no event for a period longer than ninety (90) days. The Company shall notify the registration is for an underwritten offering, Purchasers of the provisions existence and nature of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationany Suspension Event.

Registration on Form S-3. (ai) After its initial public offering, the The Company shall use all reasonable best efforts to qualify for registration on file a Registration Statement on Form S-3 or any comparable or successor form or forms. After other appropriate registration document under the Company has qualified Securities Act of 1933, as amended, for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) resale of the Registrable Securities then outstanding and shall have maintain the right to request registrations on Form S-3 shelf registration effective for as long as a registration statement is required for resale of the Common Stock (it being agreed that such requests a registration statement shall be in writing and required so long as a Holder is subject to the volume limitations of Rule 144(e) under the Securities Act). The Company shall state use reasonable efforts to file such Registration Statement within ninety (90) days of a request by a Holder. (ii) Notwithstanding the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders)foregoing, provided, however, that the Company shall not be obligated to effect take any action pursuant to this Section 6.6: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (i2) if the Holders propose Company, within ten (10) days of the receipt of the request of a Holder, gives notice of its bona fide intention to sell Registrable Securities effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); (3) during the period starting with the date of filing of, and ending on Form S-3 at the date 90 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iiemployee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii4) if the Company shall furnish to each Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth thereinCompany or its stockholders for registration statements to be filed in the near future, in which case the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) or (iv) if days from the receipt of the request to file such registration by such Holder, provided that the Company has effected two such registrations within the prior twelve may not exercise this deferral right more than once per twelve-month period. (biii) If a request complying with In the requirements event that the Company fails to perform any of its obligations under this Section 1.4(a) hereof is delivered 6.6 and such failure to the Companyperform remains uncured, the Company will (i) promptly give written notice of shall not have the proposed registration right to all other Holders; and (ii) as soon as practicablecall the Warrant, and notwithstanding any provision in any event within twenty (20) days after the date such request is delivered warrant to the Companycontrary, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in for so long as such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts failure to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationperform remains uncured.

Registration on Form S-3. (a) After its initial If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 4 in any calendar year. The substantive provisions of paragraph 3(b) shall be applicable to each registration under this paragraph 4. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this paragraph 4: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable Securities on Form S-3 at an aggregate price execute a general consent to service of process in effecting such registration, qualification or compliance unless the public, net of all Selling Expenses of less than $1,000,000, Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (C90) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), ; (iii) if during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior twelve month period. (b) If a request complying with President of the requirements Company stating that in the good faith judgment of Section 1.4(a) hereof is delivered the Board of Directors it would be seriously detrimental to the CompanyCompany or its shareholders for registration statements to be filed at such time, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to then the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and 's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by such Holder provided that the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to Company may not make such registrationcertification more than once every calendar year.

Registration on Form S-3. (a) After its initial public offeringIf at any time after the date hereof, (i) a Holder or Holders request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Registrable Stock held by such requesting Holder or forms. After Holders, the reasonably anticipated aggregate price to the public of such shares would exceed $500,000, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Stock specified in such notice. Whenever the Company is required by this Section 4 to be disposed use its best efforts to effect the registration of Registrable Stock, each of the procedures, requirements and limitations of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering and the intended methods requirements of subparagraph (b)) shall apply to such registration; provided, however, that there shall be no -------- ------- limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 4, except that the Company shall not be obligated to effect more than two registrations under this Section 4 in any twelve (12) month period; and provided, further, however, that the $10,000,000 -------- ------- ------- minimum dollar amount set forth in the first sentence of Section 2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 4. (b) If the Company is a registrant entitled to use Form S-3 or any successor thereto to register shares of Registrable Stock, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with any method of disposition of such shares specified by such any Holder or Holders), all of the shares of Registrable Stock. The Company agrees to maintain the registration effective as a shelf-registration for a period of eighteen (18) months, except in the case of the following (each, a "Blackout Event"): (i) within 90 days after the effective date of a Registration Statement filed by the Company or (ii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company stockholders for a Form S-3 Registration Statement to be effective due to pending Company events, or that keeping such Registration Statement effective at such time would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, or if the Company intends to file a Registration Statement within sixty (60) days and agrees to register shares of the Holders' Registrable Stock therein, provided, however, that the Company shall not be obligated to effect any such registration (i) if promptly notify the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to when the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) -------- ------- Blackout Event has terminated and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that when the Holders specify in may sell their shares under such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.Registration Statement; provided further that -------- -------

Registration on Form S-3. (a) After its initial If any Holder or Holders request in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall shall: (i) promptly give to each Holder written notice hereof; and (ii) use all commercially reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), so registered; provided, however, that the Company shall not be required to effect a Form S-3 registration within 180 days of the effective date of a prior registration statement under the Securities Act and shall not be required to effect more than two (2) such registrations in any twelve (12) month period. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.7: (i) in any particular jurisdiction in which the Company would be required to qualify as a foreign corporation, subject itself to taxation in that jurisdiction or execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initial Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction) (which period shall extend to the date that is six (6) months immediately following the effective date of any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iistatement), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holders a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth therein) Company or (iv) if its stockholders for a registration statement to be filed and is therefore essential to defer the filing of such registration statement, then the Company has effected two shall have a right to defer such registrations within filing for a period not to exceed 120 days from the prior twelve receipt of the written request to file such registration by such Holders; provided, however, that the Company shall not exercise such right more than once in any twelve-month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder of the Company during such 120 day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (bc) If a request complying with the requirements of Section 1.4(a) hereof is delivered Initiating Holders intend to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of distribute the Registrable Securities that covered by their request by means of an underwriting, they shall so advise the Holders specify Company as a part of their request made pursuant to this Section 2.7 and the Company shall include such information in such request, together with all or such portion the written notice referred to in Section 2.7(a). The provisions of the Registrable Securities of any Holder or Holders joining in Section 2.5(b) shall be applicable to such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 2.7 for references to Section 1.2) hereof shall apply to such registration.2.5)

Registration on Form S-3. (a) After its initial Subject to the remainder of this Section 7, and unless Rule 144 is available for effecting a proposed transfer of all of the Registrable Securities of a Holder and such transfer would result in the removal of the restrictive legend required by Section 2(a) hereof, in the event that (i) the Company receives from any Holder or Holders a written request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short form registration statement (collectively, “Form S-3”), for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2 million and (ii) the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as . As soon as practicablereasonably practicable thereafter, and in any event within twenty (20) days after the date such request is delivered Company will use its diligent best efforts to the Company, file a Registration Statement on Form S-3 under the Securities Act covering cause all of the Registrable Securities that to be registered as may be so requested for the Holders specify offering on such form and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (1520) days after receipt of such written notice from the Company. The provisions of Section 5(b) shall be applicable to each registration initiated under this Section 7. (b) Notwithstanding the foregoing, the Company will not be obligated to take any action pursuant to this Section 7(a): (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effectuating such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) if the Company has previously effected two registrations pursuant to Section 7(a) whose effective dates were within the twelve month period whose last day is the date the Company receives the request; and (iii) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future or for any disclosure to be made that, in the opinion of the Board of Directors, duly advised by counsel, is required to be made in connection with the sale of Registrable Securities pursuant to such registration, whereby the Company’s obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by such Holder; provided however, that the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof Company shall apply to not exercise such registrationright more than once in any twelve month period.

Registration on Form S-3. (a) After its initial If any Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one (1) registration pursuant to this Section 2.3 in any twelve (12) month period. The substantive provisions of Sections 2.1(a)(i), 2.1(a)(ii) (other than the proviso thereto), 2.1(b), 2.1 (c) and 2.1(d) shall be applicable to each registration initiated under this Section 2.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.3: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within fifteen (15) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), until the date six (6) months immediately following the effective date of any such registration statement, provided that (i) if the Holders propose Company continues in good faith to sell Registrable Securities on Form S-3 at an aggregate price proceed toward filing the registration statement and in any event so files it within ninety (90) days following advice to the public, net Initiating Holders of all Selling Expenses of less than $1,000,000the Company’s intent to make such filing, (ii) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and (iv) in the circumstances described in clauses event the Company defers a registration requested hereunder pursuant to this paragraph (A) and (C) of Section 1.2(a)(iiii), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (ii) at any time prior to six (6) months following termination of such Deferral Period; or (iii) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth therein) Company or (iv) if its stockholders for registration statements to be filed in the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to near future, in which case the Company, the Company will (i) promptly give written notice of the proposed registration ’s obligation to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationInitiating Holder.

Registration on Form S-3. (a) After its initial If any Holder or Holders who in the aggregate hold at least 15% of the Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 for a public offering of shares of the Registrable Securities, the reasonably anticipated gross cash proceeds of which would exceed US$1,000,000.00, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and the intended methods of disposition of to cause such shares by Registrable Securities to be qualified in such jurisdictions as such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be obligated required to effect more than two (2) registrations pursuant to this Section 2.7 in any such twelve (12) month period. The Company shall inform other Holders of the proposed registration (i) if and offer them the Holders propose opportunity to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) participate. The substantive provisions of Section 1.2(a)(ii), (iii2.6(b) if the Company shall furnish the certification described in be applicable to each registration initiated under this Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period2.7. (b) If Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.7: (i) in any particular jurisdiction in which the Company would be required to execute a request complying general consent to service of process, in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (ii) during the period starting with the requirements of Section 1.4(adate sixty (60) hereof is delivered days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following, the Company will (i) promptly give written notice effective date of any registration statement pertaining to securities of the proposed Company (other than a registration of securities in a Rule 145 transaction or with respect to all other Holders; and (ii) as soon as practicablean employee benefit plan), and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities provided that the Holders specify Company is actively employing in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use good faith all reasonable best efforts to cause such registration statement to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationeffective.

Registration on Form S-3. (a) After its initial public offeringIf at any time after the date hereof, (i) a Holder or Holders request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or any portion of the shares of Registrable Stock held by such requesting Holder or Holders, the reasonably anticipated aggregate price to the public of such shares would exceed $500,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor form or forms. After thereto to register such shares, then the Company has qualified for shall use its best efforts to register under the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Stock specified in such notice. Whenever the Company is required by this Section 5 to be disposed use its best efforts to effect the registration of Registrable Stock, each of the procedures, requirements and limitations of Section 3 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering and the intended methods requirements of subparagraph (b)) shall apply to such registration; provided, however, that -------- ------- there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5, except that the Company shall not be obligated to effect more than two registrations under this Section 5 in any twelve (12) month period; and provided, further, that -------- ------- the $2,000,000 minimum dollar amount set forth in the first sentence of Section 3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5. (b) If the Company is a registrant entitled to use Form S-3 or any successor form thereto to register shares of Registrable Stock, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with any method of disposition of such shares specified by such any Holder or Holders), all of the shares of Registrable Stock. The Company agrees to maintain the registration effective as a shelf-registration for a period of twelve (12) months, except: (i) within 90 days after the effective date of a Registration Statement filed by the Company (except for Registration Statements on Form X-0, X-0 or any successors thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of XxxxxxxXxxx.xxx, Inc. Amended and Restated Registration Rights Agreement Directors it would be seriously detrimental to the Company stockholders for a Form S-3 Registration Statement to be effective due to pending Company events, or that keeping such Statement effective at such time would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, or if the Company intends to file a Registration Statement within sixty (60) days and agrees to register shares of the Holders' Registrable Stock therein, provided, however, that the Company shall not -------- ------- utilize these rights more than once in any 12-month period, nor for a period of more than sixty (60) days, and further provided that the shelf registration shall be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at kept effective for an aggregate price additional period equal to the public, net period of all Selling Expenses of less than $1,000,000, (ii) in time during which the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month periodshelf registration was not kept effective pursuant hereto. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial If, at any time prior to the Termination Date, (i) a Registering Stockholder or Registering Stockholders of any Transaction Registrable Shares requests that the Company file a Registration Statement on Form S-3, or any successor thereto, for a public offeringoffering of all or any portion of such Registering Stockholder's Transaction Registrable Shares, and (ii) the Company is a registrant entitled to use Form S-3, or such successor, to register such shares, then the Company shall use all reasonable best efforts (x) give written notice to qualify for registration each other potential Registering Stockholders within 10 Business Days after the receipt of such request (which such notice shall inform such Registering Stockholders that the Company is filing a Registration Statement pursuant to this Section 3 and shall set forth other information that is needed to enable such Registering Stockholders to register their Transaction Registrable Shares pursuant to this Section 4) and (y) within 30 Business Days after the Company gives the written notice referred to in the preceding clause (x) file on a Registration Statement on Form S-3 (or any comparable or such successor form or forms. After thereto) covering the Transaction Registrable Shares that have been duly specified by any Registering Stockholders who either provided a request to the Company has qualified for the use of Form S-3, in addition pursuant to the rights contained preceding clause (i) or provided a written notice to the Company not later than 10 Business Days after the Company shall have given the written notice referred to in the foregoing provisions of this Section 1preceding clause (x). Notwithstanding the foregoing, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated required to effect any such registration (iprepare and file pursuant to this Section 4(a) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of a Registration Statement including less than $1,000,000, (ii) 200,000 Transaction Registrable Shares in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month periodaggregate. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered Subject to the CompanySections 6 and 27 hereof, the Company will (ishall use its best efforts to cause any Registration Statement filed pursuant the last sentence of Section 4(a) promptly give written notice of to be declared effective by the proposed registration to all other Holders; and (ii) SEC as soon as practicable, and in any event within twenty (20) days reasonably practicable after the date such request of the initial filing thereof. (c) Whenever the Company is delivered required by this Section 4 to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all (or any successor thereto), each of the Registrable Securities applicable procedures and requirements of Section 2 (including, without limitation, the requirement that the Holders specify in such request, together with all or such portion Company notify each other potential Registering Stockholder of the Registrable Securities proposed registration of any Holder or Holders joining in such request as are specified in a written request received by securities of the Company within fifteen (15on such Registration Statement) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationRegistration Statement.

Registration on Form S-3. (a) After its initial If any of the Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and the intended methods of disposition of to cause such shares by Registrable Securities to be qualified in such jurisdictions as such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 5.3 in any twelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1(c) shall be applicable to each such registration initiated under this Section 5.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 5.3: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention ---- ---- to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities); (iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following, the effective date of any registration statement subject to Section 5.2 hereof (other than a registration of securities in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iia Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iiiiv) if the Company shall furnish to such Holder or Holders a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth thereinCompany or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders, provided that the Company may not exercise this deferral right more than once per twelve month period; or (ivv) if after the Company has effected two four such registrations within the prior twelve month period. (b) If a request complying with the requirements of pursuant to this Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable5.3, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause each such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationhas been declared or ordered effective.

Registration on Form S-3. (a) After its initial public offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3S- 3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by of such Holder or Holders), ; provided, however, that the Company shall not be obligated to effect any such registration if (i) if the Holders Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public, net of all Selling Expenses public of less than One Million Dollars ($1,000,000) (net of any underwriters' discounts or commissions), or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if event that the Company shall furnish the certification described in Section 1.2(b1.2(c) (but subject to the limitations set forth therein), or (iii) in a given twelve (12) month period, after the Company has effected one such registration in any such period, or (iv) if it is to be effected more than five (5) years after the Company's initial public offering. The Company has effected two shall not be required to register in any jurisdiction in which it would be required to qualify to do business or to execute a general consent to service of process in effecting such registrations within the prior twelve month periodregistration. (b) If a request complying with the requirements of Section 1.4(a1.16(a) hereof above is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.21.2(b) hereof shall apply to such registration. (c) All expenses incurred in connection with four (4) registrations requested pursuant to Section 1.16, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company; thereafter all expenses including fees and disbursements of all counsel for the selling Holder or Holders and counsel for the Company shall be borne pro rata by the Holder or Holders participating in the S-3 registration.

Registration on Form S-3. (a) After its initial public offering, In case the Company shall use all reasonable best efforts to qualify for registration on receive from a Registration Statement on Form S-3 holder or any comparable or successor form or forms. After the Company has qualified for the use holders of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) not less than 25% of the Registrable Securities then outstanding shall have a written request or requests that the right to request registrations Company effect a registration on Form S-3 (such requests shall be in writing and shall state any related qualification or compliance with respect to all or a part of the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares owned by such Holder holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Companyholders, the Company will will: (ia) promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and and (iib) as soon as practicable, effect such registration and in any event within twenty (20) days after all such qualifications and compliances as may be so requested and as would permit or facilitate the date sale and distribution of all or such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all portion of the such Registrable Securities that the Holders specify as are specified in such request, together with all or such portion of the Registrable Securities of any Holder other holder or Holders holders joining in such request as are specified in a written request received by the Company given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 4: (i) if Form S-3 is not available for such offering by the holders; (ii) if the holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and use all reasonable best efforts such other securities (if any) at an aggregate price to cause the public (net of any underwriters' discounts or commissions) of less than $500,000.00; (iii) if the Company shall furnish to the 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 seriously detrimental to the Company and its stockholders for such Form S-3 registration to become be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 4; provided, however, that the Company may only utilize this right once in connection with such Form S-3 Registration Statement; (iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a Registration Statement filed pursuant to this Section 4. (c) Subject to the foregoing, the Company shall file a Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as possible thereafter If practicable and in any event with 120 days after receipt of the request or requests of the holders. Registrations effected pursuant to this Section 4 shall not be counted as demands for registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references or registrations effected pursuant to Section 1.2) hereof shall apply to such registration2.

Registration on Form S-3. If at any time (a) After its initial public offering, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 holder or any comparable or successor form or forms. After the Company has qualified for the use holders of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have (the right to “S-3 Holders”) request registrations that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such requests shares; then the Company shall be use commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in writing and shall state accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities specified in such notice. Whenever the Company is required by this Section 5 to be disposed use commercially reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 3 (including but not limited to the intended methods requirement that the Company notify all holders of disposition of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such shares by such Holder or Holders), registration; provided, however, that in no event shall the Company be required to file more than two (2) registrations on Form S-3 in any 12-month period. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to take any action to effect any such registration registration, qualification, or compliance pursuant to this Section 5: (ia) if within 30 days of receipt of a written request from the S-3 Holders propose pursuant to sell Registrable Securities on Form this Section 5, the Company gives notice to such S-3 at an aggregate price Holders of the Company’s intention to the public, net of all Selling Expenses of less than $1,000,000make a public offering within 90 days, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iiib) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if S-3 Holders a certificate signed by the Chairman of the Board of Directors of the Company has effected two such registrations within stating that in the prior twelve month period. (b) If a request complying with good faith judgment of the requirements Board of Section 1.4(a) hereof is delivered to Directors of the Company, it would be seriously detrimental to the Company will (i) promptly give written notice and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all registration statement for a period of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) not more than 60 days after receipt of the request of the S-3 Holders under this Section 5; provided, that such written notice from right to delay a request shall be exercised by the CompanyCompany not more than twice in any twelve (12) month period, and use all reasonable best efforts or (c) in any particular jurisdiction in which the Company would be required to cause such registration qualify to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions do business or to execute a general consent to service of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to process in effecting such registration, qualification or compliance.

Registration on Form S-3. (a) After its initial If any Holder or Holders holding in the aggregate not less than 15% of the aggregate number of shares of outstanding Preferred and Common Stock issued upon the conversion of the Preferred request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 6.3 in any six month period. The substantive provisions of Section 6.5 shall be applicable to each registration initiated under this Section 6.2. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 6.2: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (C90) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), ; (iii) if during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior twelve month period. (b) If a request complying with President of the requirements Company stating that in the good faith judgment of Section 1.4(a) hereof is delivered the Board of Directors it would be seriously detrimental to the CompanyCompany or its shareholders for registration statements to be filed in the near future, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to then the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and 's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to by such registrationHolder.

Registration on Form S-3. (a) After its At any time after Horizon has completed an underwritten initial public offeringoffering of shares of Common Stock pursuant to an effective registration statement under the Securities Act as then in effect (or any comparable statement under any similar federal statute then in force or effect), any Holder of Registrable Securities (the Company shall use all reasonable best efforts to qualify for "INITIATING FORM S-3 HOLDER") may request that Horizon file a registration on a Registration Statement statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) portion of the Registrable Securities then outstanding held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act ("FORM S-3 DEMAND"), if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $1,000,000, and (ii) Horizon is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such conditions are met, Horizon shall use its best efforts to register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. Notwithstanding the foregoing, if Horizon shall furnish to the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of Horizon stating that a Valid Business Reason exists, Horizon shall have the right to request registrations on defer taking action with respect to such filing for a period of sixty (60) days after receipt of the Form S-3 (such requests shall be in writing and shall state Demand. Notwithstanding the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders)foregoing, provided, however, that the Company Horizon shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on file more than one Form S-3 at an aggregate price pursuant to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and this Article III in any event within twenty (20) days after the date given six month period and shall only be required to keep such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in effective for a written request received by the Company within fifteen period not to exceed ninety (1590) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationdays.

Registration on Form S-3. (a) After its initial If any Holder or Holders holding in the aggregate not less than five percent (5%) of the then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $250,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request and the intended methods Company shall use its best efforts to keep such Form S-3 registration statement effective until the earlier of disposition (i) one (1) year after the effective date of such shares by registration statement or (ii) such Holder or Holders)time as the Registrable Securities can be sold without compliance with the Registration Requirements of the Securities Act; PROVIDED, provided, howeverHOWEVER, that the Company shall not be obligated required to effect more than three (3) registrations pursuant to this Section 1.4 in any such registration twelve (i12) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net month period. The substantive provisions of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject shall be applicable to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month periodeach registration initiated under this Section 1.4. (b) If Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.4: (i) in any particular jurisdiction in which the Company would be required to execute a request complying with general consent to service of process in effecting such registration, qualification or compliance unless the requirements of Section 1.4(aCompany is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) hereof is delivered to if the Company, within ten (10) days of the Company will (i) promptly give written receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the proposed filing of a registration to all other Holders; and statement with the Commission within sixty (ii) as soon as practicable, and in any event within twenty (2060) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the Companyregistration of Registrable Securities); or (iii) within one hundred eighty (180) days of the effective date of any registration referred to in Sections 1.2 and 1.3 above, and use PROVIDED, THAT the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationeffective.

Registration on Form S-3. If at any time (a) After its initial public offering, a Holder or Holders -------------------------- request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable or successor form thereto for a public offering of all or forms. After any portion of the shares of Registrable Stock held by such requesting Holder or Holders, and (b) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of Stock specified in such shares by such Holder or Holders), notice; provided, however, that (a) the Company shall not be obligated to effect any registration on Form S-3 pursuant to this Section 4 (whether of Registrable Stock of such Holder or of one or more other Holders) (i) more frequently than twice every twelve (12) months, (ii) if a certificate of the type discussed in Section 2(c)(ii) has been provided (in which case the restrictions on the Company's right to delay such a registration set forth in Section 2(c)(ii) shall apply), (iii) unless the aggregate offering price in each registration on Form S-3 equals $1.0 million or more; or (iv) if such registration is proposed to be part of a firm commitment underwritten public offering, unless the underwriters are reasonably acceptable to the Company, and (b) the Company shall not be obligated to effect any such registration (i) if the Holders propose for any Holder desiring to sell Registrable Securities on Form S-3 at an aggregate price to the public, net participate in such registration who may then dispose of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject such Holder's Registrable Stock proposed to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered be so registered pursuant to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 Rule 144 under the Securities Act covering within the three (3) months period following such proposed registration on Form S-3 (taking into account all sales of the Registrable Securities that the Holders specify in Stock which such request, together with all or Holder proposes to sell pursuant to Rule 144 during such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by three (3) month period). Whenever the Company within fifteen (15) days after receipt of such written notice from the Company, and is required by this Section 4 to use all reasonable its best efforts to cause such registration to become effective as soon as possible thereafter If effect the registration is for an underwritten offeringof Registrable Stock, each of the procedures and requirements of Section 2 (including, but not limited to, the provisions of Sections 1.2(c) requirements that the Company notify all Holders from whom notice has not been received and 1.2(d) (provide them with the substitution of Section 1.4 for references opportunity to Section 1.2participate in the offering) hereof shall apply to such registration, provided, however, in all events, other than as set forth in this Section 4, there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 4. Notwithstanding the foregoing, the Company shall not be required to seek to cause a Registration Statement to become effective pursuant to this Section 4 within one hundred eighty days (180) days after the effective date of a Registration Statement filed by the Company (other than a registration of securities solely in connection with an Employee Plan); provided, that the Company shall use its best efforts to achieve effectiveness of a registration requested pursuant to this Section 4 promptly following such one hundred eighty (180) day period if such request is made during such one hundred eighty (180) day period.

Registration on Form S-3. (a) After its initial In addition to the rights set forth in Section 2.1 and 2.2 hereof, if a Holder requests that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which would be at least $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Shares for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified cause such shares to be registered for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations offering as soon as practicable on Form S-3 (such requests or any successor form to Form S-3). (b) The Holders' right to register shares under Section 2.6 shall be in writing shared pro rata among all Holders of Registrable Securities and shall state all other holders of securities of the Company who have a right to request inclusion therein based on the number of shares of Registrable Securities to be disposed of and held by each Holder. (c) Notwithstanding the intended methods of disposition of such shares by such Holder or Holders)foregoing, provided, however, that the Company shall not be obligated to effect take any such registration action pursuant to this Section 2.6 in the following situations: (i) if the Holders propose Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to sell effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Securities); (ii) in during the circumstances period starting with the date of filing of, and ending on a date ninety (90) days following the effective date of, a registration statement described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration above or pursuant to all other HoldersSection 2.1 or 2.2 hereof; and (ii) as soon as practicablePROVIDED, and in any event within twenty (20) days after the date such request is delivered to the CompanyHOWEVER, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify Company is actively employing in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use good faith all reasonable best efforts to cause such registration statement to become effective as soon as possible thereafter If effective; PROVIDED, HOWEVER, that no other person or entity could require the Company to file a registration is for an underwritten offering, the provisions of Sections 1.2(cstatement in such period; or (iii) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationmore than once in any six-month period.

Registration on Form S-3. (a) After its initial public offering, the The Company shall use all its reasonable best efforts to qualify for registration on Form S-3, and to that end, the Company shall comply with the reporting requirements of the Exchange Act within six (6) months following the effective date of the first registration of any securities of the Company for a Registration Statement on Form S-3 or any comparable or successor form or formsregistered public offering. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions each Holder of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods method of disposition of such shares by each such Holder or Holdersholder), provided, however, that subject only to the following limitations: (a) The Company shall not be obligated to cause a registration on Form S-3 if, within ten (10) days of receipt of the holder of Registrable Securities, the Company gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a corporate reorganization or other transaction under Commission Rule 145) and the Holders have registration rights with respect thereto under Section 6. (b) The Company shall not be obligated to cause a registration on Form S-3 if the Company has within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 pursuant to this Section 8. (c) The Company shall not be obligated to cause a registration on Form S-3 during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective. (d) The Company shall not be required to effect a registration pursuant to this Section 8 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (e) The Company shall not be required to effect a registration pursuant to this Section 8 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of more than $2,500,000. (f) The Company shall not be required to effect a registration pursuant to this Section 8 if the Company shall furnish to such 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 seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement. The Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders;; and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, a registration solely of debt securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (g) The Company shall not be required to maintain and keep any such registration on Form S-3 effective for a period exceeding one hundred twenty (i120) if days from the effective date thereof. The Company shall give notice to all Holders propose of the receipt of a request for registration pursuant to sell this Section 8 and shall provide a reasonable opportunity for all such other holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 at an aggregate price to the public, net extent requested by the Holder or Holders thereof for purposes of all Selling Expenses disposition. If the Holders of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Registrable Securities requesting registration under this Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject 8 intend to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of distribute the Registrable Securities that the Holders specify in such request, together with all or such portion covered by their request by means of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offeringunderwriting, the provisions of Sections 1.2(c5(b) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial If any Holder or Holders of the Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short-term registration statement, for a public offering of Registrable Securities, the reasonably antici-pated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the Regis-trable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than two registrations pur-suant to this Section 1.3 or more than one such registration in any twelve (12) month period. The provisions of Section 1.3(b) shall be applicable to each registration initiated under this Section 1.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Sec-tion 1.3: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdic-tion and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (C90) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to a Rule 145 transac-tion, or an offering solely to employees), ; (iii) if during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior twelve President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder; provided, however, that the Company shall not exercise such right more than once in any twelve-month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial In case the Company shall receive from a Holder or Holders a written request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $250,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and registered for the intended methods of disposition of offering on such shares by such Holder or Holders), form; provided, however, that the Company shall not be obligated required to --------- -------- effect more than two registrations pursuant to this Section 1.7 in any such registration twelve (i12) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the . The Company will (i) promptly give written notice of the proposed registration to all other Holders; , and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 appropriate compliance with applicable regulations issued under the Securities Act covering and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Registrable Securities that the Holders specify as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (ii) during the period starting with the date sixty (60) days prior to the filing of, and use ending on a date six (6) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective as soon as possible thereafter If effective, or (iii) if the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof Company shall apply furnish to such registrationHolder a certificate signed by the president of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a single period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders.

Registration on Form S-3. (a) After its initial public offering, the The Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding Holder shall have the right to request one or more registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities Shares to be disposed of and the intended methods of disposition of such shares by such Holder or HoldersHolder), provided, however, that the Company shall not be obligated to effect any such registration if (i) if the Holders propose Holder proposes to sell Registrable Securities Shares on Form S-3 at an aggregate price to the public, net of all Selling Expenses public of less than $1,000,0003,000,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if event the Company shall furnish the certification described in Section 1.2(b10(d)(ii) (but subject to the limitations set forth therein) ), or (iviii) if the Company has effected two such registrations has, within the prior twelve month periodone year period preceding the date of such request already effected one registration on Form S-3 for the Holders pursuant to this Section 10. (b) If a request complying with the requirements of Section 1.4(a10(a) hereof is delivered to the Company, the Company will (iprovisions of Sections 10(a)(i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20Section 10(c) days after the date hereof shall apply to such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.210(b) hereof shall apply to such registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 10: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) During the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (d) Subject to the foregoing clauses (i) and (ii), the Company shall file a registration statement covering the Shares so requested to be registered as soon as practicable after receipt of the request of Holder; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to Holder 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 seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (c) above) the Company may not defer the filing for a period of more than 180 days after receipt of the request of Holder, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve month period.

Registration on Form S-3. (a) After its initial public offeringSubject to Section 7(b), if at any time (i) a holder or holders of Restricted Stock request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 7 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 5 (including but not limited to the intended methods requirement that the Company notify all holders of disposition of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such shares by such Holder or Holders)registration, provided, however, that, subject to Section 7(b), there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 7, and provided, further, that the requirements contained in the first sentence of Section 5(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 7. (b) Notwithstanding anything to the contrary in this Section 7, (i) the Company shall not be required to effect more than two registrations pursuant to this Section 7 in any 12-month period; (ii) the aggregate value of the shares of Restricted Stock to be registered under the Securities Act pursuant to each request for registration under this Section 7 shall not be less than $1,000,000; and (iii) the Company shall not be obligated to effect any such registration (i) under this Section 7 if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price or any successor thereto is not available for such offering by the holders. The Company shall not be required to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of effect a registration pursuant to this Section 1.2(a)(ii), (iii) 7 if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) holder or holders requesting a registration statement pursuant to this Section 7 a certificate signed by the Company’s Chief Executive Officer stating that, in the good faith judgment of the Board of Directors, including the vote or consent of a majority of the Investor Directors (as evidenced by a written resolution of the Board of Directors), that the Company would be materially adversely affected if such registration statement were filed, in which event the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of such holder or holders, provided that such right shall be exercised by the Company not more than once in any 12-month period; or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered respect to the Companyany particular jurisdiction, the Company will (i) promptly give written notice would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the proposed registration Company is already subject to all other Holders; service in such jurisdiction and (ii) except as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 may be required under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationAct.

Registration on Form S-3. (a) After its initial public offeringSubject to the restrictions on ------------------------ transfer set forth in Section 3.3 and 3.4 of the Stockholders Agreement (as defined in the Stock Purchase Agreement), if at any time (i) UBS, ITI or Casty requests that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $2,500,000, provided that the Restricted Stock for which registration has been requested constitutes at least 10% of the total shares of Restricted Stock then outstanding held by UBS, if such registration is requested by UBS, or at least 10% of the total shares of Restricted Stock then outstanding held by ITI or Casty, as the case may be, if such registration is requested by ITI or Casty, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its reasonable best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 6(a) to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, -------- however, that UBS, ITI and Casty may only request and obtain two registrations ------- on Form S-3 under this Section in any calendar year, provided, further, that no -------- ------- request may be disposed made by a party under this Section 6(a) within 180 days after the effective date of and any other registration statement filed by the intended methods of disposition Company pursuant to this Section on behalf of such party. (b) Notwithstanding Section 6(a) above, Casty may request, by written notice, that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Restricted Stock held by Casty (or any Affiliate thereof) and eligible for transfer pursuant to the restrictions on transfer contained in the first sentence of Section 3.4 of the Stockholders Agreement (the "Eligible Shares") and if the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale the number of shares by of Restricted Stock specified in such Holder or Holderswritten notice to the Company (not to exceed the number of Eligible Shares), ; provided, however, that (i) any registration under this Section 6(b) shall be a non- underwritten offering; (ii) Casty shall only be entitled to request two registrations under this Section 6(b); (iii) the Company shall only be obligated to effect one such registration during any calendar year (which shall count as one of the two permitted in such calendar year pursuant to Section 6(a)); and (iv) the Company shall not be obligated required to effect maintain the effectiveness of any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price statement for more than 60 days. Notwithstanding anything to the publiccontrary contained herein, net the Company shall not be required to file any registration statement under this Section 6(b): (x) within such period of all Selling Expenses time after the effective date of less any earlier registration statement relating to an underwritten public offering (other than $1,000,000an Acquisition Registration Statement) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iiiy) if the Company shall furnish to Casty a certificate signed by the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if President of the Company has effected two such registrations within stating that in the prior twelve month period. (b) If a request complying with good faith judgment of the requirements Board of Section 1.4(a) hereof is delivered to Directors of the Company, it would be seriously detrimental to the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause its stockholders for such registration to become effective as soon as possible thereafter If be effected at such time due to any pending material financing, acquisition or corporate reorganization or other material corporate development involving the registration is for an underwritten offering, the provisions Company or any of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationits subsidiaries.

Registration on Form S-3. (a) After In addition to the registration rights provided pursuant to Section 2 of this Agreement, if at any time that the Company is eligible to register its initial public offering, securities on Form S-3 (or any successor to Form S-3) the Company shall use all reasonable best efforts to qualify for receive a written request from the Initiating Holders that the Company file a registration on a Registration Statement statement under the Act on Form S-3 or any comparable or successor form or forms. After the Company has qualified to register for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of resale at least ten thirty-three and one-third percent (1033 1/3%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) a lessor percentage if the Holders propose to sell Registrable Securities on Form S-3 at an anticipated aggregate price to the publicoffering price, net of all Selling Expenses of less than underwriting discounts and commissions, would exceed $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii3,000,000), (iii) if then the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations shall, within the prior twelve month period. (b) If a request complying with the requirements 10 days of Section 1.4(a) hereof is delivered to the Companyreceipt thereof, the Company will (i) promptly give written notice of the proposed registration such request to all other Holders; and (iiHolders in accordance with the notice provisions of Section 14(b) hereof. The Company shall effect as soon as practicable, and in any event within twenty (20) 120 days after of the date receipt of such request is delivered to request, the Company, file a Registration Statement registration on Form S-3 under the Securities Act covering of all of the Registrable Securities that the Holders specify in such request, together with all or such portion request to be registered within 20 days of the mailing of such notice by the Company. (b) The Company shall be obligated to effect only one such registration pursuant to this Section 3 in each 12-month period; provided further, the Company shall not be obligated to effect any registrations pursuant to this Section 3 during any 12-month period following the effective date of a registration under Section 2. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3 a certificate signed by the President of the Company stating that a Blackout Period is in effect, the Company shall have the right to defer such filing during the term of such Blackout Period; provided, that the Company may not file a registration statement for securities to be issued and sold for its own account or for the account of any other person during any Blackout Period and further provided, that the Company may not utilize this right more than twice in any 12-month period or in a manner that results in Blackout Periods pursuant to any and all provisions of this Agreement aggregating more than 180 days during any 12-month period. (d) If the Company shall furnish to Holders whose Registrable Securities of any Holder or Holders joining in such request as are specified in have been registered pursuant to this Section 3 a written request received certificate signed by the President of the Company within fifteen stating that a Blackout Period is in effect, the Holders shall not sell any Registrable Securities during such Blackout Period, notwithstanding the fact that such Registrable Securities may otherwise be sold pursuant to the effective registration statement or otherwise. (15e) days after receipt of such written notice from the Company, and use all reasonable best efforts If any proposed registration pursuant to cause such registration this Section 3 is to become effective as soon as possible thereafter If the registration is for be an underwritten offering, the provisions of Sections 1.2(c2(d) and 1.2(d2(f) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationapply.

Registration on Form S-3. (a) After its initial public offeringAt any time after the last day of the sixth month after the date hereof and through the second annual anniversary of the date hereof, the Stockholders holding 70% or more of the Registrable Stock may jointly request the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement register under the Securities Act on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3thereto all, in addition to the rights contained in the foregoing provisions of this Section 1but not less than all, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities Stock held by them for sale in the manner specified in such notice; provided that the -------- ---- Company is a registrant then entitled to use Form S-3 or any successor form thereto to register such shares. Notwithstanding anything to the contrary contained herein, no request may be disposed made under this Section 2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction; (ii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the intended methods date six months immediately following the effective date of, any registration statement pertaining to the securities of disposition the Company (other than a registration of such shares by such Holder securities in a Rule 145 transaction or Holderswith respect to an employee benefit plan), provided, however, ; provided that the Company shall not be obligated is actively employing in good faith all -------- ---- reasonable efforts to effect any cause such registration (i) if the Holders propose statement to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) become effective; and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if Stockholder a certificate signed by the President of the Company has effected two such registrations within stating that in the prior twelve good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which event the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Stockholders; provided that -------- ---- the Company may not utilize this right more than once in any 12-month period. The Stockholders holding Registrable Stock may only make one such request pursuant to this Section 2. (b) If a the Stockholders request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of that the Registrable Securities that the Holders specify Stock be sold in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, then the provisions of Sections 1.2(c) and 1.2(d) (Company, in consultation with the substitution Stockholders, shall designate the managing underwriter of such offering. The Company shall be obligated to register Registrable Stock pursuant to this Section 1.4 for references 2 on a single occasion only; provided, however, that such obligation shall be deemed satisfied -------- ------- only when a Registration Statement covering all shares of Registrable Stock specified in the notice received pursuant to Section 1.22(a) hereof for sale in accordance with the method of disposition specified by the Stockholders shall apply have become effective. (c) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the Stockholders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such registrationinclusion would adversely affect the marketing of the Registrable Stock to be sold.

Registration on Form S-3. If after the earlier of the first (a1st) After its initial public offering, anniversary of the Closing and the occurrence of an event detailed in Section 3.2(b)(i)(B) the Company shall use all reasonable best efforts to qualify for registration on receive from the Investor a Registration Statement on Form S-3 written request or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 requests (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by the Investor) that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities, the Company will: (a) as soon as practicable, effect such Holder registration and all such qualifications and compliances as may be so requested and as would permit or Holders), facilitate the sale and distribution of all or such portion of the Investor's Registrable Securities as are specified in such request; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 4.2: (i) if the Holders Company shall have already effected two (2) registrations for the Investor under this Section 4.2 (ii) if Form S-3 (or such successor or similar form) is not available for such offering by the Investor; or (iii) if the Investor, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities on Form S-3 and such other securities (if any) at an aggregate offering price to the public, net of all Selling Expenses public of less than $1,000,000, ; or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iiiiv) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth thereinInvestor a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a single period of not more than ninety (90) or days after receipt of the request of the Investor under this Section 4.2 and provided that such right to delay a request shall be exercised by the Company no more than twice in any one-year period; or (ivv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of any other registration statement filed by the Company under the Securities Act; or (vi) if the Company has already effected two such registrations one (1) registration on Form S-3 for the Investor pursuant to this Section 4.2 within the prior previous twelve month period(12) months. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered Subject to the Companyforegoing, the Company will (i) promptly give written notice of shall file a Form S-3 registration statement covering the proposed registration Registrable Securities and other securities so requested to all other Holders; and (ii) be registered as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days practicable after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If request by the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationInvestor.

Registration on Form S-3. (a) After its initial public offeringSubject to the restrictions on ------------------------ transfer set forth in Section 3.3 and 3.4 of the Stockholders Agreement (as defined in the Stock Purchase Agreement), if at any time (i) one or more Investor Stockholders, ITI or Casty requests that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $2,500,000, provided that the Restricted Stock for which registration has been requested constitutes at least 10% of the total shares of Restricted Stock then outstanding held by Investor Stockholders, if such registration is requested by one or more Investor Stockholders, or at least 10% of the total shares of Restricted Stock then outstanding held by ITI or Casty, as the case may be, if such registration is requested by ITI or Casty, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its reasonable best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 6(a) to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, -------- however, that each of the Investor Stockholders (considered as a group), ITI and ------- Casty may only request and obtain two registrations on Form S-3 under this Section in any calendar year, provided, further, that no request may be disposed made by -------- ------- a party under this Section 6(a) within 180 days after the effective date of and any other registration statement filed by the intended methods of disposition Company pursuant to this Section on behalf of such party. (b) Notwithstanding Section 6(a) above, Casty may request, by written notice, that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Restricted Stock held by Casty (or any Affiliate thereof) and eligible for transfer pursuant to the restrictions on transfer contained in the first sentence of Section 3.4 of the Stockholders Agreement (the "Eligible Shares") and if the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale the number of shares by of Restricted Stock specified in such Holder or Holderswritten notice to the Company (not to exceed the number of Eligible Shares), ; provided, however, that (i) any registration under this Section 6(b) shall be a non- underwritten offering; (ii) Casty shall only be entitled to request two registrations under this Section 6(b); (iii) the Company shall only be obligated to effect one such registration during any calendar year (which shall count as one of the two permitted in such calendar year pursuant to Section 6(a)); and (iv) the Company shall not be obligated required to effect maintain the effectiveness of any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price statement for more than 60 days. Notwithstanding anything to the publiccontrary contained herein, net the Company shall not be required to file any registration statement under this Section 6(b): (x) within such period of all Selling Expenses time after the effective date of less any earlier registration statement relating to an underwritten public offering (other than $1,000,000an Acquisition Registration Statement) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iiiy) if the Company shall furnish to Casty a certificate signed by the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if President of the Company has effected two such registrations within stating that in the prior twelve month period. (b) If a request complying with good faith judgment of the requirements Board of Section 1.4(a) hereof is delivered to Directors of the Company, it would be seriously detrimental to the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause its stockholders for such registration to become effective as soon as possible thereafter If be effected at such time due to any pending material financing, acquisition or corporate reorganization or other material corporate development involving the registration is for an underwritten offering, the provisions Company or any of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationits subsidiaries.

Registration on Form S-3. (a) After its initial public offering, the The Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding Holder shall have the right to request one or more registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities Shares to be disposed of and the intended methods of disposition of such shares by such Holder or HoldersHolder), provided, however, that the Company shall not be obligated to effect any such registration if (i) if the Holders propose Holder proposes to sell Registrable Securities Shares on Form S-3 at an aggregate price to the public, net of all Selling Expenses public of less than $1,000,0003,000,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if event the Company shall furnish the certification described in Section 1.2(b10(d)(ii) (but subject to the limitations set forth therein) ), or (iviii) if the Company has effected two such registrations has, within the prior twelve month periodone year period preceding the date of such request already effected one registration on Form S-3 for the Holders pursuant to this Section 10. (b) If a request complying with the requirements of Section 1.4(a10(a) hereof is delivered to the Company, the Company will (iprovisions of Sections 10(a)(i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20Section 10(c) days after the date hereof shall apply to such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.210(b) hereof shall apply to such registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 10: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (d) Subject to the foregoing clauses (i) and (ii), the Company shall file a registration statement covering the Shares so requested to be registered as soon as practicable after receipt of the request of Holder; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to Holder 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 seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (c) above) the Company may not defer the filing for a period of more than 180 days after receipt of the request of Holder, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve month period.

Registration on Form S-3. 5.1 If any Holder or Holders holding in the aggregate not less than 25% of the then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (aor any successor form to Form S-3) After its initial for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,500,000, and the Company is at the time of such request a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all its reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than two such registrations pursuant to this Section 5 or pursuant to Section 7 of the Amended and Restated Rights Agreement in any twelve (12) month period or more than a total of three registrations under this Section 5 or pursuant to Section 7 of the Amended and Restated Rights Agreement. The substantive provisions of Section 3.2 shall be applicable to each registration initiated under this Section 5. 5.2 Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 5: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance or subject the Company to taxation in such jurisdiction unless the Company is already subject to service in such jurisdiction or taxation in such jurisdiction, respectively, and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement (Cother than an Excluded Registration Statement) with the Commission within ninety (90) days of Section 1.2(a)(ii), receipt of such request; (iii) if during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than an Excluded Registration Statement), provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use its reasonable efforts to file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration by such Holder; provided, however, that such right to delay a filing may not be exercised by the Company more than once in any twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, the Company shall will use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 under the Securities Act or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall will have the right to request registrations on Form S-3 (such requests shall will be in writing and shall will state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), ; provided, however, that the Company shall will not be obligated to effect any such registration registration: (i) if the Holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price for each such offering to the public, net of all Selling Expenses public of less than Two Million Dollars ($1,000,0002,000,000) (unless the Holders of Registrable Securities hold, in the aggregate, stock with a value of less than Two Million Dollars ($2,000,000), in which such case, this restriction shall not apply); (ii) in with respect to any rolling twelve (12) month period if, during such period, the circumstances described in clauses Company has effected two (A2) such registrations (counting for these purposes only registrations which have been declared or ordered effective and (C) of Section 1.2(a)(iiregistrations which have been withdrawn by the Holders as to which the Holders have not elected to bear all the Registration Expenses relating to such registration), ; (iii) if in the event that the Company shall will furnish the certification described in Section 1.2(bparagraph 1.3(b) (but subject to the limitations set forth therein) or ); (iv) if within one hundred eighty (180) days of the effective date of any other preceding Company registration statement (other than on Form S-8 or Form S-3 with respect to employees’ stock or a dividend reinvestment plan); or (v) in any particular jurisdiction in which the Company has effected two would be required to qualify to do business or to execute a general consent to service of process in effecting such registrations within the prior twelve month periodregistration, qualification or compliance. (b) If a request complying with the requirements of Section 1.4(a1.5(a) hereof is delivered to the Company, the Company will (iprovisions of Sections 1.3(a)(i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty Section 1.3(b) (20excluding reference to clauses (A) days after the date through (D) preceding such request is delivered Section 1.3(b)) hereof will apply to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c1.3(c), 1.3(d), and 1.3(e) and 1.2(d) hereof (with the substitution of Section 1.4 for references to Section 1.21.3 therein deemed to refer to this Section 1.5) hereof shall will in addition apply to such registration.

Registration on Form S-3. (a) After its initial If the Holders of at least 25% of the Registrable Securities (appropriately adjusted for any stock split, stock dividend, recapitalization, or similar event) request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering for the Registrable Securities having a market value of at least $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more that one registration pursuant to this Section 3.3 per year. The substantive provisions of Section 3.1(b) shall be applicable to each registration initiated under this Section 3.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 3.3: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (C90) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), ; or (iii) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth therein) Company or (iv) if its shareholders for registration statements to be filed in the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to near future, then the Company, the Company will (i) promptly give written notice of the proposed registration 's obligation to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed (60) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to by such registrationHolder.

Registration on Form S-3. (a) After its initial In addition to the rights under Section 3 and 4 hereof, if at any time (i) a Holder or Holders of at least 20% of the total Registrable Securities then outstanding request(s) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offeringoffering of all or any portion of the Registrable Securities held by such requesting Holder or Holders, where the reasonably anticipated aggregate price to the public of this public offering would exceed $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such Registrable Securities, the Company shall use all commercially reasonable best efforts to qualify for registration on a Registration Statement register under the Securities Act on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3thereto, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of specified in such shares by such Holder or Holders), notice; provided, however, that the Company shall not be obligated required to effect any such a registration pursuant to this Section 5: (i) if at any time prior to six months following the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to effective date of a registration statement for the public, net offering of all Selling Expenses of less than $1,000,000, its securities effected under Sections 3 or 4; (ii) in any particular jurisdiction in which the circumstances described Company would be required to: (a) qualify to do business, where it would not otherwise be required to qualify, (b) subject itself to general taxation, where it would not otherwise be so subject, or (c) execute a general consent to service of process unless it is already subject to service in clauses (A) such jurisdiction and (C) of Section 1.2(a)(ii), except as required by the Securities Act; (iii) if the Company shall furnish Company, within ten (10) days of the certification described in Section 1.2(breceipt of the request of such Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within thirty (30) days of receipt of such request (but subject other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the limitations set forth therein) or registration of Registrable Securities); (iv) if the Company furnishes to such Holders a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the furnishing of such a certificate of deferral; provided, however, that this right may be exercised only once in any twelve (12) month period; or (vi) after the Company has effected two such registrations within the prior twelve month period(2) Registration Statements pursuant to this Section 5. (b) If a request complying with The right of the requirements Holders of Registrable Securities to have their securities registered on Form S-3 under this Section 1.4(a) hereof is delivered to 5 shall terminate at the Company, the Company will earlier of (i) promptly give written notice of three (3) years following the proposed registration to all other Holders; and Series B Agreements Closing Date, or (ii) as soon as practicableto any Holder, and such earlier time at which all Registrable Securities held by such Holder (together with any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under three-month period without registration in compliance with Rule 144 of the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationAct.

Registration on Form S-3. Subject to the limit of one registration hereunder in any 12 month period, if at any time (ai) After its initial public offering, a holder or holders of Restricted Stock (excluding the Founders) then outstanding request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the intended methods requirement that the Company notify all holders of disposition of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such shares by such Holder or Holders)registration, provided, however, that except as provided above there shall be no limitation on the number of registrations on Form S-3 that may be requested and obtained under this Section 6; and provided further, that the Company shall not be obligated have the right to effect defer initiation of any filing of such registration (i) if the Holders propose to sell Registrable Securities on a Form S-3 at an aggregate price to for a single period of not more than ninety (90) days after receipt of the publicrequest of the holders of Restricted Stock requesting registration under this Section 6, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish to such holders a certificate signed by the certification described in Section 1.2(b) (but subject to the limitations set forth therein) President or (iv) if Chief Executive Officer of the Company has effected two such registrations within stating that in the prior twelve month period. (b) If a request complying with good faith judgment of the requirements Board of Section 1.4(a) hereof is delivered to Directors of the Company, it would be seriously detrimental to the Company will (i) promptly give written notice of the proposed and its shareholders for such registration statement to all other Holders; and (ii) as soon as practicablebe filed, and in any event within twenty (20) days after the date provided that such right to delay a request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received shall be exercised by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationno more than once in any one-year period.

Registration on Form S-3. (a) After its initial If any Holder or Holders of in excess of one percent (1%) of the Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short-term registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than four registrations pursuant to this Section 3.3 or more than one such registration in any twelve (12) month period. After the Company's first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Sections 3.1(b) and 3.2(a) shall be applicable to each registration initiated under this Section 3.3. The number of registrations which may be requested by the Holders under this Section 3.3 shall not exceed four (4). (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 3.3: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (C90) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees), ; (iii) if during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than a registration relating solely to a Rule 145 transaction or relating solely to employee benefit plans) provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder; provided, however, that the Company shall not exercise such right more than twice in any twelve (12) month period. (b) . If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice shall so postpone the filing of the proposed a registration to all other Holders; and (ii) as soon as practicablestatement, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any requesting Holder or Holders joining in such under this Section 3.3 shall have the right to withdraw the request as are specified in a for registration by giving written request received by notice to the Company within fifteen (15) 20 days after receipt of the certificate of postponement and, in the event of such written notice from withdrawal, such request shall not be counted toward the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions number of Sections 1.2(c) and 1.2(d) (with the substitution of requested registrations under this Section 1.4 for references to Section 1.2) hereof shall apply to such registration3.3.

Registration on Form S-3. (ai) After its initial public offering, the The Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable or successor form or forms. After other appropriate registration document under the Company has qualified Securities Act for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) resale of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state use reasonable efforts to maintain the number shelf registration effective for a period of shares 18 months (or so long as a Holder is subject to the volume limitations of Registrable Rule 144(e) under the Securities to be disposed of and Act). The Company shall (a) file such Registration Statement no later than (30) days after the intended methods of disposition of such shares by such Holder or Holderslast Closing Date (the "Filing Date"), provided(b) use reasonable efforts to cause such Registration Statement to become effective within ninety (90) days after the Filing Date, howeverand (c) cause such Registration Statement to become effective within one hundred and fifty (150) days after the Filing Date. (ii) Notwithstanding the foregoing, that the Company shall not be obligated to effect take any action pursuant to this Section 5 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration (i) if registration, qualification or compliance unless the Holders propose Company is already subject to sell Registrable service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), Act. (iii) In the event that the Company fails to file the registration statement pursuant to this Section 5 no later than thirty (30) days after the last Closing Date or if such registration statement has not been declared effective within ninety (90) days of the earlier of the end of such thirty (30)-day period and the date of filing, the Company shall furnish pay Purchaser an amount equal to two percent (2%) of the certification described purchase price paid by such Purchaser pursuant hereto in Section 1.2(brespect of each 30-day period (or partial period thereof) (but subject to of noncompliance. The Company shall make such payments on the limitations set forth therein) or (iv) if first day of each month of noncompliance in respect of the Company has effected two such registrations within number of days of noncompliance in the prior twelve month period. (b) If a request complying with immediately preceding month. Notwithstanding the requirements of Section 1.4(a) hereof is delivered to foregoing payments by the Company, the Company will (i) promptly give written notice of the proposed registration to all Purchaser may seek any other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received remedies available by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationlaw.

Registration on Form S-3. (a) After its initial public offeringAt any time after October 31, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 2002, each Holder or any comparable or successor form or forms. After the Company has qualified for the use group of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations that the Company register such Registrable Securities on Form S-3 (such requests shall to be in writing and shall to state the number of shares of Registrable Securities to be disposed of and the intended methods method of disposition of such shares by each such Holder or HoldersHolder), provided, however, that subject to the following limitations: (i) the Company shall not be obligated to effect such registration if Form S-3 is not available for such offering of the requesting Holders; (ii) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to 90 days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); (iii) the Company shall not be obligated to take any action to effect any such registration (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to jurisdiction and except as may be required by the Securities Act, and (ii) to the extent that the Company would be required to qualify or exempt such sale of securities under applicable blue sky or other state securities laws in more than ten (10) states; (iv) the Company shall not be required to effect a registration on Form S-3 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $250,000; (v) the Company shall not be required to effect more than one (1) registration on Form S-3 in any six (6)-month period; (vi) the Company shall not be required to effect more than two (2) registrations on Form S-3 for the Holders pursuant to this Section 6; (vii) the Company shall not be required to maintain and keep any such registration on Form S-3 effective for a period greater than the period equal to the shorter of (x) 45 days or (y) such date as the disposition of the Registrable Securities subject to such registration has been completed; and (viii) the Company may defer the filing of such registration statement for a period of up to 120 days after receipt of the request of the Holder or Holders requesting such registration, if in the good faith judgment of the Company's Board of Directors, it would be detrimental to the Company and its stockholders if the registration statement were filed; provided, however, that the Company may not utilize this right more than once in any 12-month period. The Company shall give notice to all Holders propose of the receipt of a request for registration pursuant to sell this Section and shall provide a reasonable opportunity for all such other Holders to participate in the registration. Subject to the foregoing, the Company will use its commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in extent requested by the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt thereof for purposes of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationdisposition.

Registration on Form S-3. (a) After its initial In addition to the rights set ------------------------ forth in Section 2.1 and 2.2 hereof, if a Holder requests that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which would be at least $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Shares for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified cause such shares to be registered for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations offering as soon as practicable on Form S-3 (such requests or any successor form to Form S-3). (b) The Holders' right to register shares under Section 2.6 shall be in writing shared pro rata among all Holders of Registrable Securities and shall state all other holders of securities of the Company who have a right to request inclusion therein based on the number of shares of Registrable Securities to be disposed of and held by each Holder. (c) Notwithstanding the intended methods of disposition of such shares by such Holder or Holders)foregoing, provided, however, that the Company shall not be obligated to effect take any such registration action pursuant to this Section 2.6 in the following situations: (i) if the Holders propose Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to sell effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Securities); (ii) in during the circumstances period starting with the date of filing of, and ending on a date ninety (90) days following the effective date of, a registration statement described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration above or pursuant to all other HoldersSection 2.1 or 2.2 hereof; and (ii) as soon as practicableprovided, and in any event within twenty (20) days after the date such request is delivered to the Company-------- however, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify Company is actively employing in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use good faith all reasonable best ------- efforts to cause such registration statement to become effective as soon as possible thereafter If effective; provided, -------- however, that no other person or entity could require the Company to file a ------- registration is for an underwritten offering, the provisions of Sections 1.2(cstatement in such period; or (iii) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationmore than once in any six month period.

Registration on Form S-3. (a) After its initial public offeringSubject to Section 6(b), if at any time (i) a holder or holders of Restricted Stock request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the intended methods requirement that the Company notify all holders of disposition of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such shares by such Holder or Holders)registration, provided, however, that, subject to Section 6(b), there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6, and provided, further, that the requirements contained in the first sentence of Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. (b) Notwithstanding anything to the contrary in this Section 6, (i) the Company shall not be required to effect more than two registrations pursuant to this Section 6 in any 12-month period; (ii) the aggregate value of the shares of Restricted Stock to be registered under the Securities Act pursuant to each request for registration under this Section 6 shall not be less than $1,000,000; and (iii) the Company shall not be obligated to effect any such registration (i) under this Section 6 if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price or any successor thereto is not available for such offering by the holders. The Company shall not be required to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of effect a registration pursuant to this Section 1.2(a)(ii), (iii) 6 if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) holder or holders requesting a registration statement pursuant to this Section 6 a certificate signed by the Company’s Chief Executive Officer stating that, in the good faith judgment of the Board of Directors, including the affirmative vote or consent of a majority of the Investor Directors (as evidenced by a written resolution of the Board of Directors), that the Company would be materially adversely affected if such registration statement were filed, in which event the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of such holder or holders, provided that such right shall be exercised by the Company not more than once in any 12-month period; or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered respect to the Companyany particular jurisdiction, the Company will (i) promptly give written notice would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the proposed registration Company is already subject to all other Holders; service in such jurisdiction and (ii) except as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 may be required under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationAct.

Registration on Form S-3. (a) After its initial public twelve (12) months following an IPO, if any, a Stockholder may request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) or any similar short-form registration statement, for a Public Offering of Registrable Securities, if the reasonably anticipated gross proceeds from all resales covered thereunder would exceed $10,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering. Following such a request, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if within ten (10) days of the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if receipt by the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two of such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Companynotice, the Company will (i) promptly give written notice of the such proposed registration to all other Holders; Stockholders and (ii) as soon as practicable, and in any event within twenty (20) days after the date shall use its reasonable best efforts to cause such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that to be registered on such form for the Holders specify offering and to cause such to be qualified in such request, jurisdictions as the Stockholders may reasonably request together with all or such portion of the Registrable Securities of any Holder or Holders Stockholders joining in such request as are specified in a written request received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, and however, that the Company shall not be required to effect more than two (2) such registrations pursuant to this Section 4.03(a) in any twelve (12) month period. After the IPO, the Company will use all reasonable its best efforts to cause qualify for and remain eligible to use Form S-3 registration or a similar short-form registration. The provisions of Section 4.01(d) shall be applicable to each registration initiated under this Section 4.03(a). (b) The Company may defer the filing (but not the preparation) of a registration statement required by Section 4.03(a) until a date not later than 120 days after the date which is 90 days after the request to file on Form S-3 (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives a request to register shares on Form S-3, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to become effective as soon as possible thereafter If the registration is for an underwritten offeringCompany and its Stockholders or (ii) prior to receiving the request to register shares on Form S-3, the provisions Board had determined to effect a registered underwritten Public Offering of Sections 1.2(cthe Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and 1.2(dis proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 4.03(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (with i) of the substitution preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 1.4 4.03(b), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 4.03(b) and a general statement of the reason for references such deferral and an approximation of the anticipated delay. The Company may defer the filing of a particular registration statement pursuant to this Section 1.24.03(b) hereof shall apply to such registrationonly once.

Registration on Form S-3. (a) After its initial If Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and registered for the intended methods of disposition of offering on such shares by such Holder or Holders), form; provided, however, that the Company shall not be obligated required to effect more than three registrations pursuant to this Section 1.7 in any such registration twelve (i12) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the . The Company will (i) promptly give written notice of the proposed registration to all other Holders; , and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 appropriate compliance with applicable regulations issued under the Securities Act covering and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Registrable Securities that the Holders specify as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (ii) during the three (3) month period ending on a date three (3) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), (iii) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a single period not to exceed ninety (90) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by such Holder or Holders, provided however, that the Company may not utilize this right more than once in any twelve (12) month period, or (iv) the Company shall have already received, within any twelve (12) month period, three (3) requests from Initiating Holders that the Company file a registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationstatement on Form S-3.

Registration on Form S-3. (a) After its initial If any Holder or Holders holding in the aggregate not less than one percent (1%) of the then-outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 2.6 in any twelve (12) month period. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 2.6: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iia Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth therein) Company or (iv) if its shareholders for registration statements to be filed in the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to near future, then the Company, the Company will (i) promptly give written notice of the proposed registration 's obligation to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If the registration is for an underwritten offeringby such Holder; provided however, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.that the

Registration on Form S-3. (a) After its initial If Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and registered for the intended methods of disposition of offering on such shares by such Holder or Holders), form; provided, however, that the Company shall not be obligated required to effect more than three registrations pursuant to this Section 1.7 in any such registration twelve (i12) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the . The Company will (i) promptly give written notice of the proposed registration to all other Holders; , and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 appropriate compliance with applicable regulations issued under the Securities Act covering and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Registrable Securities that the Holders specify as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (ii) during the three (3) month period ending on a date three (3) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), (iii) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a single period not to exceed ninety (90) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by such Holder or Holders, provided however, that the Company may not utilize this right more than once in any twelve (12) month period, or (iv) the Company shall have already received, within any twelve (12) month period, three (3) requests from Initiating Holders that the Company file a registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationstatement on Form S-3.

Registration on Form S-3. (a) After its initial public offering, If (i) the Company Corporation shall use all reasonable best efforts receive a written request (specifying that it is being made pursuant to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%2.4) of from a Stockholder that the Registrable Securities then outstanding shall have the right to request registrations Corporation file a registration statement on Form S-3 (such requests shall be in writing and shall state the number or any successor form to Form S-3 regardless of shares its designation) for a Public Offering of Registrable Securities the reasonably anticipated price to the public of which would equal or exceed $500,000 and (ii) the Corporation is a registrant entitled to use Form S-3 to register such shares, then the Corporation shall use its reasonable efforts to cause such share to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities registered on Form S-3 at an aggregate price (or any successor form to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (AForm S-3) and (C) of such request for registration will not be deemed a Demand Registration request, and no other Holders will have any Piggy-Back Registration rights under Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period2.2. (b) If a request complying with the requirements of registration pursuant to Section 1.4(a2.4(a) hereof is delivered requested to be effected as a “shelf” registration, then, notwithstanding anything to the Companycontrary contained in this Agreement, the Corporation will keep the registration statement filed in respect of that request effective for a period of up to 12 months. (c) The Company may delay filing a registration statement under this Section 2.4 in any situation in which it could delay filing such registration statement if the demand for such registration statement had been made under Section 2.1 (subject to the qualifications and limitations contained therein). Additionally, the Company will (i) promptly give written notice may suspend the use of any prospectus or prospectus supplement contained in a registration statement filed under this Section 2.4 if the Board determines in good faith that the use of such prospectus or prospectus supplement would materially and adversely effect any proposed or pending material transaction of the proposed Company. Any such suspension shall expire upon disclose of, or termination of discussions relating to, such transaction, but shall not exceed 10 Business Days in any event. (d) The rights of the Stockholders to registration to all other Holders; and (ii) as soon as practicableunder this Section 2.4 are in addition to, and not in any event within twenty (20) days after the date such request is delivered lieu of, their rights to the Company, file a Registration Statement on Form S-3 registration under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, Section 2.1 and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration2.2.

Registration on Form S-3. As promptly as practicable after (aand ------------------------ in any event within 45 days of)the Closing (as defined in the Exchange Agreement), Mercury will file a registration statement to register (whether or not required by law to do so) After the Registrable Securities, under the Securities Act and will use its initial public offeringbest efforts to have such registration statement become effective as promptly as practicable after it is filed and to keep such registration statement effective for the lesser of one year or until all of the Holders have informed Mercury in writing that the distribution of their Registrable Securities has been completed; provided, that, each of the Conduct -------- ---- Shareholders agree, by acquisition of the Mercury Stock, that, upon receipt of any notice from Mercury of (i) the happening of any event which makes any statements made in the registration statement or related prospectuses filed pursuant to this Section 1, or any documents incorporated or deemed to be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such registration statement or prospectus so that, in the case of such registration statement it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make, the Company statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) that, in the reasonable and good faith judgment of Mercury's Board of Directors, it is advisable to suspend use of the prospectus for a discrete period of time due to undisclosed material pending corporate developments, the Conduct Shareholders will forthwith discontinue, for a period not to exceed thirty (30) days, disposition of such Mercury Stock covered by such registration statement or prospectus until the Conduct Shareholders are advised in writing by Mercury that use of the applicable prospectus may be resumed, and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. Mercury shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for insure that the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall prospectus may be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) resumed as soon as practicable, and in any event within twenty shall not be entitled to require the Conduct Shareholders to suspend use of any prospectus for more than two non-consecutive thirty (2030) days day periods in any twelve month period. Mercury hereby represents that it is presently eligible to utilize Form S-3 for the purpose of registering the resale of Registrable Securities. Mercury agrees that it will: (a) As promptly as practicable after it is necessary to do so, prepare and file with the date Commission such request amendments and supplements to such registration statement and the prospectus used in connection with such registration statement, and use its best efforts to cause each such amendment to become effective as promptly as practicable after it is delivered filed, as may be necessary to comply with the provisions of the Securities Act with respect to the Companydisposition of all securities covered by such registration statement. (b) A reasonable number of days prior to filing any registration statement, file prospectus or amendment or supplement thereto with the Commission, furnish a Registration Statement on Form S-3 copy of such registration statement, prospectus or amendment or supplements to each Holder participating in such registration for such Holder's review. (c) Furnish to each Holder participating in the registration such number of prospectuses, preliminary prospectuses, final prospectuses and such other documents as such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities being sold by such Holder. (d) Notify each Holder, (A) of the time when such registration statement has become effective, and (B) at any time when a prospectus is required to be delivered under the Securities Act covering all in connection with such registration statement (1) of the happening of any event as a result of which such registration statement, such prospectus, any prospectus supplement or any document incorporated by reference in any of the foregoing contains an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (2) that Mercury is in possession of material information that it deems advisable not to disclose in a registration statement. (e) Advise each Holder promptly after Mercury shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal (at the earliest practicable date) if such stop order should be issued. (f) Apply for listing and use its best efforts to list the Registrable Securities that the Holders specify in such requestbeing registered on any national securities exchange on which a class of Mercury's equity securities is listed or, together with all or such portion if Mercury does not have a class of equity securities listed on a national securities exchange, apply for qualification and use its best efforts to qualify the Registrable Securities being registered for inclusion on the automated quotation system of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen National Association of Securities Dealers, Inc. (15g) days after receipt of such written notice from the Company, and use all reasonable Use its best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (file with the substitution Commission in a timely manner all reports and other documents required of Section 1.4 for references Mercury under the Securities Act and the Securities Exchange Act of 1934, as amended. (h) Cooperate when requested by Holder in the qualification of the Mercury Stock under the blue sky laws of such jurisdiction as Holder may designate and during the period in which the Form S-3 is effective, in keeping such qualifications in good standing under said blue sky laws, provided, -------- however, that Mercury shall not be obligated to Section 1.2) hereof shall apply file any general consent to such registration------- service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified.

Registration on Form S-3. 1.7.1 If any Holder or Holders request that the Company file a registration statement on Form S-3 (aor any successor form to Form S-3) After its initial for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed $1,500,000 and the Company is entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 in any twelve (12) month period or in excess of two registrations under this Section 1.7. 1.7.2 Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 1.7: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the publicAct, net of all Selling Expenses of less than $1,000,000, Blue Sky or other state securities laws; (ii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iia Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth therein) Company or (iv) if its shareholders for registration statements to be filed in the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to near future, in which event the Company, the Company will (i) promptly give written notice of the proposed registration 's obligation to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to by such registrationHolder.

Registration on Form S-3. (a) After its initial public offeringSubject to Section 10, the Company shall use all reasonable best efforts if, at any time or from time to qualify for registration on time a Registration Statement on Form S-3 Holder or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) 2% of the Registrable Securities Company’s then outstanding shall have Common Stock (including Common Stock issuable upon conversion of Preferred Stock) request in writing (specifying that such request is being made pursuant to this Section 4) that the right to request registrations Company effect a registration statement on Form S-3 (such requests shall be in writing and shall state the number or any successor registration form to Form S-3 regardless of shares its designation) for an offering of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an with a reasonably anticipated aggregate price to the public, net public in excess of all Selling Expenses $1,000,000 at a time when the Company is eligible to register securities on Form S-3 (or any successor registration form to Form S-3 regardless of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iiits designation), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, then the Company will (i) promptly give written notice of the proposed registration to all other Holders; the Holders and (ii) will use its best efforts to effect as soon as practicable, and in any event within twenty (20) days after practicable thereafter the date such request is delivered to the Company, file a Registration Statement on Form S-3 registration under the Securities Act covering of all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen thirty (1530) days after receipt the date of such written notice from the Company. Notwithstanding the foregoing, the Company shall have the right to delay any registration to be undertaken pursuant to this Section 4 for one time, but not more than one time, not to exceed ninety (90) consecutive days provided that the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the company stating that in the good faith judgment of the Board, such registration and offering would materially and adversely affect the Company and provided further that the Company shall immediately cease such delay in the event the condition causing the deferral of the registration and offering is no longer pending. (b) The Holders’ rights to registration under this Section 4 are in addition to, and use all reasonable best efforts not in lieu of, their rights to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of under Sections 1.2(c) 2 and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration3.

Registration on Form S-3. (a) After its initial public offeringAt any time commencing after the date of exercise of the Option, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, and in addition to the rights contained in under Sections 8.1 and 8.2 hereof, if at any time the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of Lender makes a written request or requests that the Registrable Securities then outstanding shall have the right to request registrations Borrower effect a registration on Form S-3 (and any related qualification or compliance with respect to all or a part of the Shares owned by the Lender, the Borrower will: 8.3.1. as soon as practicable, effect such requests shall registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Lender's Shares as are specified in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), request,; provided, however, that the Company Borrower shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 8.3.1: (i) if Form S-3 is not available for such offering by the Holders Lender; (ii) if the Lender, together with the holders of any other securities of the Borrower entitled to inclusion in such registration, propose to sell Registrable Securities on Form S-3 Shares and such other securities (if any) at an aggregate price to the public, public (net of all Selling Expenses any underwriters' discounts or commissions) of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), 500,000; (iii) if the Company Borrower shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or Lender a certificate signed by the President of the Borrower stating that, in the good faith judgment of the Board of Directors of the Borrower, it would be seriously detrimental to the Borrower and its stockholders for such Form S-3 registration to be effected at such time, in which event the Borrower shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Lender under this Section 8.3.1 (provided, however, that the Borrower shall not utilize this right more than once in any 12 month period); (iv) if the Company has Borrower has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the Lender pursuant to this Section 8.3.1; or (v) if the Borrower would be required to qualify to do business or to execute a general consent to service of process in effecting such registrations within the prior twelve month periodregistration, qualification or compliance. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered 8.3.2. Subject to the Companyforegoing, the Company will (i) promptly give written notice of Borrower shall file a registration statement covering the proposed registration Shares and other securities so requested to all other Holders; and (ii) be registered as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days practicable after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If request or requests of the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references Lender. Registrations effected pursuant to Section 1.2) 8.3.1 hereof shall apply not be counted as demands for registration or registrations effected pursuant to such registrationSections 8.1 or 8.2 hereof.

Registration on Form S-3. (a) After its initial If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts offered to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdiction as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 4 in any six month period. The substantive provisions of Section 4(b) shall be applicable to each registration initiated under this Section 4. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any action pursuant to this Section 4: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (i2) if the Holders propose Company, within ten days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to sell effect the filing of a registration statement with the Commission within 90 days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities on Form S-3 at an aggregate price Securities); (3) during the period starting with the date 60 days prior to the publicCompany's estimated date of filing of, net and ending on the date six months immediately following the effective date of, any registration statement pertaining to securities of all Selling Expenses the Company (other than a registration of less than $1,000,000, (ii) securities in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iia Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii4) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth thereinCompany or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 180 days from the receipt of the request to file such registration by such Holder; or (5) or (iv) if after the Company has effected two such four registrations within the prior twelve month periodpursuant to this Section 4. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial If any Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one (1) registration pursuant to this Section 2.3 in any twelve (12) month period. The substantive provisions of Sections 2.1(a)(i), 2.1(a)(ii) (other than the proviso thereto), 2.1(b), 2.1(c) and 2.1(d) shall be applicable to each registration initiated under this Section 2.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.3: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within fifteen (15) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), until the date six (6) months immediately following the effective date of any such registration statement, provided that (i) if the Holders propose Company continues in good faith to sell Registrable Securities on Form S-3 at an aggregate price proceed toward filing the registration statement and in any event so files it within ninety (90) days following advice to the public, net Initiating Holders of all Selling Expenses of less than $1,000,000the Company’s intent to make such filing, (ii) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and (iv) in the circumstances described in clauses event the Company defers a registration requested hereunder pursuant to this paragraph (A) and (C) of Section 1.2(a)(iiii), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (ii) at any time prior to six (6) months following termination of such Deferral Period; or (iii) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth therein) Company or (iv) if its stockholders for registration statements to be filed in the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to near future, in which case the Company, the Company will (i) promptly give written notice of the proposed registration ’s obligation to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationInitiating Holder.

Registration on Form S-3. In addition to the rights under Section 2 hereof, if at any time (aA) After its initial public offering, the Holder requests that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) any portion of the Registrable Securities held by the Holder and (B) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, then outstanding the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2 shall apply to such registration. In addition, the Company shall have the right to request registrations on delay the filing of the Form S-3 (such requests registration statement for a period not to exceed 60 days if the Board of Directors of the Company shall have determined, in good faith, that to so file the Form S-3 registration statement would be in writing seriously detrimental to the Company and shall state the number of shares of Registrable Securities to be disposed of its stockholders, and the intended methods President of disposition of the Company has agreed and delivered to the Holder a certificate to such shares by such Holder or Holders), effect; provided, however, that the Company may not utilize this right more than once in any 12-month period. The Company shall not be obligated to effect any such registration (i) if the Holders propose to sell register Registrable Securities pursuant to this Section 4 on Form S-3 at an aggregate price to the publictwo occasions only; provided, net of that such obligation shall be deemed satisfied on any occasion only when a registration statement covering all Selling Expenses of less than $1,000,000Registrable Securities specified in notices received as aforesaid, (ii) for sale in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying accordance with the requirements method of Section 1.4(a) hereof disposition specified by the requesting holders, shall have become effective and, if such method of disposition is delivered to the Companya firm commitment underwritten public offering, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationhave been sold pursuant thereto.

Registration on Form S-3. (a) After its initial If any Holder requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and registered for the intended methods of disposition of offering on such shares by such Holder or Holders)form; PROVIDED, provided, howeverHOWEVER, that the Company shall not be required to effect more than two registrations pursuant to this Section 1.7 in any twelve (12) month period. The Com- (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 1.7: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000Act, (ii) in during the circumstances described in clauses period starting with the date sixty (A60) days prior to the filing of, and ending on a date six (C6) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Section 1.2(a)(iiRegistrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, or (iii) if the Company shall furnish to such Holder a certificate signed by the certification described president of the Company stating that, in Section 1.2(b) (but subject the good faith judgment of the Board of Directors, it would be seriously detrimental to the limitations set forth therein) Company or (iv) if its shareholders for registration statements to be filed in the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to near future, then the Company, the Company will (i) promptly give written notice of the proposed registration 's obligation to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable its best efforts to cause file a registration statement shall be deferred for a single period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to by such registrationHolder or Holders.

Registration on Form S-3. If any time (ai) After its initial public offeringa holder or holders of at least forty percent (40%) of the Preferred Shares, the Note Warrants, the Note Warrant Shares or Restricted Stock request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000 and (ii) the Company has qualified for the is a registrant entitled to use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (or any successor thereto to register such requests shares, then the Company shall be use its best efforts to register under the Securities Act on From S-3 or any successor thereto, for public sale in writing and shall state accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the intended methods requirement that the Company notify all holders of disposition of Restricted Stock from whom notice has not been received and all Founders and provide them with the opportunity to participate in the offering) shall apply to such shares by such Holder or Holders)registration, provided, however, that the Company requirements contained in the first sentence of Section 4(a) shall not be obligated apply to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price which may be requested and obtained under this Section 6. Notwithstanding anything to the publiccontrary contained herein, net of all Selling Expenses of less than $1,000,000, no request may be made under this Section 6 within one hundred eighty (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20180) days after the effective date such request is delivered to the Company, file of a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received registration statement filed by the Company within fifteen covering a firm commitment underwritten public offering in which the holders of the Restricted Stock shall have been entitled to join pursuant to Sections 4 or 5 in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested, provided, further, that such one hundred eighty (15180) day period may be extended for up to an additional sixty (60) days after receipt upon the majority vote of such written notice from both the Company, 's Board of Directors and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationshareholders.

Registration on Form S-3. 7.1 If any Holder or Holders holding in the aggregate not less than 25% of the then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (aor any successor form to Form S-3) After its initial for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,500,000, and the Company is at the time of such request a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all its reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than two such registrations pursuant to this Section 7 in any twelve (12) month period or more than a total of three registrations under this Section 7. The substantive provisions of Section 5.2 shall be applicable to each registration initiated under this Section 7. 7.2 Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 7: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance or subject the Company to taxation in such jurisdiction unless the Company is already subject to service in such jurisdiction or taxation in such jurisdiction, respectively, and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement (Cother than an Excluded Registration Statement) with the Commission within ninety (90) days of Section 1.2(a)(ii), receipt of such request; (iii) if during the period starting with the date sixty (60) days prior to the Company"s estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than an Excluded Registration Statement), provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company"s obligation to use its reasonable efforts to file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration by such Holder; provided, however, that such right to delay a filing may not be exercised by the Company more than once in any twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its Following the Company's initial public offering, the Company shall use all commercially reasonable best efforts to qualify for registration become eligible to register offerings of securities on a Registration Statement on SEC Form S-3 or any comparable or its successor form or forms("Form S-3"). After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations registration on Form S-3 (such requests which request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered and the intended methods method of disposition of shares by such Holders). If the Company receives such a request then it shall use its best efforts to cause such shares to be registered on Form S-3; provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2.4(a): (a) unless the Holders requesting registration propose to dispose of Registrable Securities having an anticipated aggregate price (after deduction of underwriting discounts and expenses of sale) of at least $1,000,000; (b) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; (c) more than twice in any twelve month period; or (d) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.4 shall be deferred for a period not to exceed 60 days from the receipt of the request to file such registration by such Holder or Holders), ; provided, however, that the Company shall not be obligated to effect exercise such right more than once in any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve twelve-month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (aIf after the earlier of the [***] of the Closing and the occurrence of an event detailed in Section 3.2(b)(i)(B) After its initial public offering, the Company shall use all reasonable best efforts to qualify for registration on receive from the Investor a Registration Statement on Form S-3 written request or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 requests (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by the Investor) that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities, the Company will: (a) as soon as practicable, effect such Holder registration and all such qualifications and compliances as may be so requested and as would permit or Holders), facilitate the sale and distribution of all or such portion of the Investor’s Registrable Securities as are specified in such request; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 4.2: (i) if the Holders Company shall have already effected two (2) registrations for the Investor under this Section 4.2 (ii) if Form S-3 (or such successor or similar form) is not available for such offering by the Investor; or (iii) if the Investor, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities on Form S-3 and such other securities (if any) at an aggregate offering price to the public, net of all Selling Expenses public of less than $1,000,000, ; or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iiiiv) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth thereinInvestor a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a single period of not more than ninety (90) or days after receipt of the request of the Investor under this Section 4.2 and provided that such right to delay a request shall be exercised by the Company no more than twice in any one-year period; or (ivv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of any other registration statement filed by the Company under the Securities Act; or (vi) if the Company has already effected two such registrations one (1) registration on Form S-3 for the Investor pursuant to this Section 4.2 within the prior previous twelve month period(12) months. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered Subject to the Companyforegoing, the Company will (i) promptly give written notice of shall file a Form S-3 registration statement covering the proposed registration Registrable Securities and other securities so requested to all other Holders; and (ii) be registered as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days practicable after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If request by the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationInvestor.

Registration on Form S-3. (a) After its initial If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $5,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company -------- ------- shall not be required to effect more than one (1) registration pursuant to this Section 1.4 in any twelve (12) month period. The substantive provisions of Section 1.2(b) shall be applicable to each registration initiated under this Section 1.4. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 1.4: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (C60) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), ; (iii) within one hundred eighty (180) days of the effective date of any registration referred to in Sections 1.2 and 1.3 above for the Company's initial public offering, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be detrimental to the limitations set forth thereinCompany or the Holders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) or (iv) if days from the receipt of the request to file such registration by such Holder, provided that the Company has effected two such registrations within the prior may not use this right more than once in any twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial If any Holder or Holders request in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall shall: (i) promptly give to each Holder written notice hereof; and (ii) use all commercially reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), so registered; provided, however, that the Company shall not be required to effect a Form S-3 registration within 180 days of the effective date of a prior registration statement under the Securities Act and shall not be required to effect more than two (2) such registrations in any twelve (12) month period. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.7: (i) in any particular jurisdiction in which the Company would be required to qualify as a foreign corporation, subject itself to taxation in that jurisdiction or execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initial Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction) (which period shall extend to the date that is six (6) months immediately following the effective date of any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iistatement), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holders a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth therein) Company or (iv) if its stockholders for a registration statement to be filed and is therefore essential to defer the filing of such registration statement, then the Company has effected two shall have a right to defer such registrations within filing for a period not to exceed 120 days from the prior twelve receipt of the written request to file such registration by such Holders; provided, however, that the Company shall not exercise such right more than once in any twelve-month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder of the Company during such 120 day period (other than a Kingsbridge Registration, an Ipsen Registration, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (bc) If a request complying with the requirements of Section 1.4(a) hereof is delivered Initiating Holders intend to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of distribute the Registrable Securities that covered by their request by means of an underwriting, they shall so advise the Holders specify Company as a part of their request made pursuant to this Section 2.7 and the Company shall include such information in such request, together with all or such portion the written notice referred to in Section 2.7(a). The provisions of the Registrable Securities of any Holder or Holders joining in Section 2.5(b) shall be applicable to such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 2.7 for references to Section 1.2) hereof shall apply to such registration.2.5)

Registration on Form S-3. If at any time (ai) After its initial public offering, a holder or holders of Shares or Restricted Stock request that the Company shall use all reasonable best efforts to qualify for file a registration on a Registration Statement statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form any portion of the shares of Restricted Stock held by such requesting holder or forms. After holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company has qualified for is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto, for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to be disposed use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the intended methods requirement that the Company notify all holders of disposition of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such shares by such Holder or Holders)registration, providedPROVIDED, howeverHOWEVER, that the number of registrations on Form S-3 which may be requested and obtained under this Section 6 shall be limited to three (3). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 4 or 5 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration S-3 registration: (i) if the Holders propose to sell Registrable Securities on Form S-3 at an unless such request would have a net aggregate offering price to the public, net of all Selling Expenses of less than exceeding $1,000,000, 500,000; or (ii) if such request is made within 12 months of a previous S-3 registration. In addition, if the President or Chief Executive Officer of the Company executes a certificate giving notice of the Company's intention to file a registration statement or stating that in the circumstances described in clauses (A) and (C) good faith judgment of Section 1.2(a)(ii), (iii) if the Board of Directors of the Company shall furnish the certification described in Section 1.2(b) (but subject offering would be detrimental to the limitations set forth therein) Company or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Companyits shareholders, the Company will may delay such request one or more times (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and but only once in any event within twenty (2012 month period) days after the date such request is delivered for a period not to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) exceed 180 days after receipt of such written notice from the Company, and use all reasonable best efforts request pursuant to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of this Section 1.4 for references to Section 1.2) hereof shall apply to such registration6.

Registration on Form S-3. (a) After its initial Subject to the remainder of this Section 7, and unless Rule 144 is available for effecting a proposed transfer of all of the Registrable Securities of a Holder and such transfer would result in the removal of the restrictive legend required by Section 2(a) hereof, in the event that (i) the Company receives from any Holder or Holders a written request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short form registration statement (collectively, “Form S-3”), for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2 million and (ii) the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as . As soon as practicablereasonably practicable thereafter, and in any event within twenty (20) days after the date such request is delivered Company will use its diligent best efforts to the Company, file a Registration Statement on Form S-3 under the Securities Act covering cause all of the Registrable Securities that to be registered as may be so requested for the Holders specify offering on such form and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (1520) days after receipt of such written notice from the Company. The provisions of Section 5(b) shall be applicable to each registration initiated under this Section 7. (b) Notwithstanding the foregoing, the Company will not be obligated to take any action pursuant to this Section 7(a): (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effectuating such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) if the Company has previously effected two registrations pursuant to Section 7(a) whose effective dates were within the twelve month period whose last day is the date the Company receives the request; and (iii) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future or for any disclosure to be made that, in the opinion of the Board of Directors, duly advised by counsel, is required to be made in connection with the sale of Registrable Securities pursuant to such registration, whereby the Company’s obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by such Holder; provided however, that the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof Company shall apply to not exercise such registrationright more than once in any twelve-month period.

Registration on Form S-3. (ai) After The Company will use its initial commercially reasonable best efforts to become or remain entitled to use Form S-3 (or any successor form) for the registration of an offering of the Company's securities during the period in which the Holder has Registration Rights hereunder. Subject to the provisions of this paragraph (b), if the Holder requests that the Company file a registration statement on Form S-3 (or any successor form) for a public offering of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all its commercially reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and, if required, to cause such Registrable Securities to be qualified for offer and sale in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), may reasonably request; provided, however, that (1) the Company shall not be required to effect more than one such registration at the request of the Holder, (2) the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this paragraph in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the publicregistration, net of all Selling Expenses of less than $1,000,000qualification or compliance, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii3) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if Holder a certificate signed by the President of Chief Executive Officer of the Company has effected two such registrations within stating in that in the prior twelve month period. (b) If a request complying with good faith judgment of the requirements Board of Section 1.4(a) hereof is delivered to Directors of the Company, it would be seriously detrimental to the Company will (i) promptly give written notice and its stockholders for the Company to cause such Registrable Securities to be registered for the offering at such time, then the Company shall have the right to defer the filing of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement statement on Form S-3 under the Securities Act covering all no more than once during any 12 month period for a period of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) not more than 120 days after receipt of such written notice request by the Holder. If the Company is required to effect the registration of any Registrable Securities hereunder, the Company shall prepare and file any amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities for a period not to exceed 90 days, as requested by the Holder. (ii) Notwithstanding anything to the contrary herein, the Company shall not be obligated to take any action pursuant to this paragraph (b) during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, a Company-initiated registration statement that is subject to paragraph (a) of this Appendix C, provided that the Company is actively employing in good faith all reasonable effort to cause such registration statement to become effective. (iii) Subject to paragraph (b)(iv) below, in the event of (1) any request by the SEC or any other federal or state governmental authority for amendments to the registration statement on Form S-3 filed under this paragraph (b) or amendments or supplements to the related prospectus or for additional information during the period of effectiveness of the registration statement on Form S-3 for such offering contemplated by paragraph (b)(i) above; (2) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of such registration statement on Form S-3 or the initiation of any proceedings for that purpose; (3) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (4) any event or circumstance which in the good faith judgment of the Company's Board of Directors would necessitate the making of any changes in such registration statement on Form S-3 or the associated prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of such registration statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall deliver a certificate in writing to the Holder (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Holder will refrain from selling any Registrable Securities pursuant to such registration statement (a "Suspension") until the Holder has received copies of a supplemented or amended associated prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use all commercially reasonable best efforts to cause the use of the prospectus so suspended to be resumed as expeditiously as practicable after the delivery of a Suspension Notice to the Purchaser. (iv) Notwithstanding the foregoing paragraph (b)(iii), Holder shall not be prohibited from selling Registrable Securities under such registration to become effective statement as soon as possible thereafter If the registration is for an underwritten offering, the provisions a result of Sections 1.2(c) and 1.2(d) (with the substitution Suspensions on more than two occasions of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationnot more than 30 days in any 12-month period.

Registration on Form S-3. (a) After its initial If a Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall shall, (i) promptly give to each Holder written notice of such registration, (ii) include in such registration, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made within 20 days after receipt of such written notice from the Company by any Holder, and (iii) use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered on such form for the offering, and to cause such Registrable Securities to be qualified in such jurisdictions, as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than two (2) such registrations in any twelve (12) month period. After the Company’s first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 2.1(b) shall be applicable to each registration initiated under this Section 2.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 2.3, (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) if the Company, within thirty (30) days of the receipt of the request of the Holders pursuant to Section 2.3(a), gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees), during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following (90 days immediately following such effective date in the circumstances described in clauses (A) and (C) case of Section 1.2(a)(iia registration statement other than for the Company’s initial public offering), the effective date of such registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that, in the case of such period prior to the effectiveness of such registration statement, the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and provided that the Company’s Board of Directors determines that such delay is in the best interest of the Company; (iii) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth thereinCompany or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file such registration by such Holder; or (iv) if the Company has already effected two such four (4) registrations within pursuant to this Section 2.3. **** Certain information has been omitted and filed separately with the prior twelve Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The Company agrees that it may not make use of its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(3) and 2.3(b)(ii) more than once in any 12-month period and may not make use of its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(5) and 2.3(b)(iii) for more than an aggregate deferral period of 90 days in any 12-month period. (bc) If Not Demand Registration. Registration pursuant to this Section 2.3 shall not be deemed to be a request complying with the requirements of demand registration under Section 1.4(a) hereof is delivered 2.1 hereof. Except as otherwise provided herein, there shall be no limit to the Company, the Company will (i) promptly give written notice number of the proposed times Holders may request registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of under this Section 1.4 for references to Section 1.2) hereof shall apply to such registration2.3.

Registration on Form S-3. (a) After its initial public offering, Provided the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has is qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 19, Holders of at least ten percent (10%) of the Registrable Securities then outstanding Holder shall have the right to request one or more registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities Warrant Shares to be disposed of and the intended methods of disposition of such shares by such Holder or HoldersHolder), provided, however, that the Company shall not be obligated to effect any such registration if (i) if the Holders propose Holder proposes to sell Registrable Securities Warrant Shares on Form S-3 at an aggregate price to the public, net of all Selling Expenses public of less than $1,000,000500,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if event the Company shall furnish the certification described in Section 1.2(bparagraph 10(d)(ii) (but subject to the limitations set forth therein) ), or (iviii) if the Company has effected two such registrations has, within the prior twelve six (6) month periodperiod preceding the date of such request already effected one registration on Form S-3 for Holder pursuant to this Section 10. (b) If a request complying with the requirements of Section 1.4(a10(a) hereof is delivered to the Company, the Company will (iprovisions of Sections 9(a)(i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20Section 10(c) days after the date hereof shall apply to such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.29(b) hereof shall apply to such registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 10: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (d) Subject to the limitations set forth in this Section 10, the Company shall file a registration statement covering the Warrant Shares so requested to be registered as soon as practicable after receipt of the request of Holder; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to Holder 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 seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (c) above) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the request of Holder, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period.

Registration on Form S-3. (a) After its initial public offering, the Company shall use all its reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by of such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration if (i) if the Holders Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public, net of all Selling Expenses public of less than $1,000,0001,000,000 (net of any underwriters’ discounts or commissions), (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if event that the Company shall furnish the certification described in Section 1.2(b1.2(c) (but subject to the limitations set forth therein), (iii) in a given twelve (12) month period, after the Company has effected one such registration in any such period, or (iv) if it is to be effected more than five (5) years after the Company’s initial public offering. The Company has effected two shall not be required to register in any jurisdiction in which it would be required to qualify to do business or to execute a general consent to service of process in effecting such registrations within the prior twelve month periodregistration. (b) If a request complying with the requirements of Section 1.4(a1.16(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.21.2(b) hereof shall apply to such registration. All expenses incurred pursuant to Section 1.16, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company; thereafter all expenses including fees and disbursements of all counsel for the selling Holder or Holders and counsel for the Company shall be borne pro rata by the Holder or Holders participating in the S-3 registration.

Registration on Form S-3. (a) After its initial If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 1% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and the intended methods of disposition of to cause such shares by Registrable Securities to be qualified in such jurisdictions as such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than two (2) registrations pursuant to this Section 2.7 in any twelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 2.5(a)(2) and 2.5(b)(2) shall be applicable to each registration initiated under this Section 2.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 2.7 (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) prior to the Company's first registered public offering of its stock; (iii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement ---- ---- with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iv) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iia Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiv) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth thereinCompany or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred and twenty (120) or (iv) if days from the receipt of the request to file such registration by such Holder; provided that the Company has effected two such registrations within the prior may not -------- ---- exercise this deferral right more than once per twelve (12) month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial If a Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall shall, (i) promptly give to each Holder written notice of such registration, (ii) include in such registration, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made within 20 days after receipt of such written notice from the Company by any Holder, and (iii) use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered on such form for the offering, and to cause such Registrable Securities to be qualified in such jurisdictions, as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than two (2) such registrations in any twelve (12) month period. After the Company’s first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 2.1(b) shall be applicable to each registration initiated under this Section 2.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 2.3, (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) if the Company, within thirty (30) days of the receipt of the request of the Holders pursuant to Section 2.3(a), gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees), during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following (90 days immediately following such effective date in the circumstances described in clauses (A) and (C) case of Section 1.2(a)(iia registration statement other than for the Company’s initial public offering), the effective date of such registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that, in the case of such period prior to the effectiveness of such registration statement, the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and provided that the Company’s Board of Directors determines that such delay is in the best interest of the Company; (iii) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth thereinCompany or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file such registration by such Holder; or (iv) if the Company has already effected two such four (4) registrations within pursuant to this Section 2.3. **** Certain information has been omitted and filed separately with the prior twelve Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The Company agrees that it may not make use of its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(3) and 2.3(b)(ii) more than once in any 12-month period and may not make use of its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(5) and 2.3(b)(iii) for more than an aggregate deferral period of 90 days in any 12-month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 4 in any calendar year. The substantive provisions of paragraph 3(b) shall be applicable to each registration under this paragraph 4. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this paragraph 4: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable Securities on Form S-3 at an aggregate price execute a general consent to service of process in effecting such registration, qualification or compliance unless the public, net of all Selling Expenses of less than $1,000,000, Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) in if the circumstances described in clauses Company, within ten (A10) and days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (C60) days of Section 1.2(a)(iireceipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), ; (iii) if during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to securities of the Company shall furnish (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the certification described Company is actively employing in Section 1.2(b) (but subject good faith all reasonable efforts to the limitations set forth therein) cause such registration statement to become effective; or (iv) if the Company has effected two shall furnish to such registrations within Holder a certificate signed by the prior twelve month period. (b) If a request complying with President of the requirements Company stating that in the good faith judgment of Section 1.4(a) hereof is delivered the Board of Directors it would be seriously detrimental to the CompanyCompany or its shareholders for registration statements to be filed at such time, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to then the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and 's obligation to use all reasonable its best efforts to cause file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration to become effective as soon as possible thereafter If by such Holder provided that the registration is for an underwritten offering, the provisions of Sections 1.2(cCompany may not make such certification more than once every twelve (12) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationmonths.

Registration on Form S-3. (a) After its initial If any Holder or Holders of in excess of twenty percent (20%) of the Registrable Securities or twenty percent (20%) of the Registrable Securities held by the Investors who purchased Registrable Securities pursuant to the Series C Stock Purchase Agreement dated June 7, 2000 by and among the Company and those Investors listed on Exhibit A thereto (the "Series C Agreement"), the Series D Stock Purchase Agreement dated April 10, 2003 by and among the Company and those Investors listed on Exhibit A thereto (the "Series D Agreement") and/or the Series E Agreement request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short-term registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed registered on such form for the offering as soon as practicable after receipt of the request or requests of the Holders and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders), Holders may reasonably request; provided, however, that the Company shall not be required to effect more than five (5) registrations pursuant to this Section 3.3 or more than two (2) such registrations in any twelve (12) month period. After the Company's first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 3.1(b) shall be applicable to each registration initiated under this Section 3.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration action pursuant to this Section 3.3: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, Act; (ii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iia Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the certification described President of the Company stating that in Section 1.2(b) (but subject the good faith judgment of the Board of Directors it would be seriously detrimental to the limitations set forth thereinCompany or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) or (iv) if days from the receipt of the request to file such registration by such Holder; provided, however, that the Company has effected two shall not exercise such registrations within the prior twelve right more than once in any twelve-month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of at least 100,000 (in the aggregate) Shares or Warrant Shares or a combination of the two or other Registrable Securities issued or issuable with respect to that number of Shares and/or Warrant Shares (in the aggregate) held by such Holder or Holders (adjusted for stock splits, stock dividends, reclassifications and similar transactions) not involving an underwriting and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use all commercially reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (cause such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder or Holders)Holders may reasonably request. The Company shall have no obligation to include in any such registration statement any information which is permitted to be incorporated by reference. (b) Notwithstanding the foregoing, provided, however, that the Company shall not be obligated to effect take any such registration action pursuant to this Section 6: (i) if in any particular jurisdiction in which the Holders propose Company would be required to sell Registrable Securities on Form S-3 at an aggregate price execute a general consent to service of process in effecting such registration, qualification or compliance unless the public, net of all Selling Expenses of less than $1,000,000, Company is already subject to service in such jurisdiction; (ii) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in the circumstances described in clauses (A) and (C) of Section 1.2(a)(iia Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the certification described Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for registration statements to be filed in the near future. In the event of (iii) above, the Company's obligation to use commercially reasonable efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file (c) Registration pursuant to this Section 6 shall not be deemed to be one of the two registrations referred to in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period5(a)(2). (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. In case the Company shall receive a written request or requests from the Holder that the Company effect a registration on Form S-3 (or any similar form promulgated by the Securities and Exchange Commission) and any related qualification or compliance with respect to all or a part of the Registrable Shares owned by the Holder, the Company will: (a) After as soon as practicable, use its initial public offering, the Company shall use all commercially reasonable best efforts to qualify for effect such registration on a Registration Statement on Form S-3 and all such qualifications and compliances as may be so requested and as would permit or any comparable facilitate the sale and distribution of all or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) such portion of the Holder's Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (Shares as are specified in such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), request; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 1.3: (i1) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to is not available for such offering by the public, net of all Selling Expenses of less than $1,000,000, Holder; (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii2) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth thereinHolder 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 seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 180 days after receipt of the request of the Holder under this Section 1.3; provided, however, that the Company shall not utilize this right more than twice in any twelve month period; (3) or if such Form S-3 Registration covers an offering of less than $2,000,000 of Registrable Shares; (iv4) if the Company has, within the 12 month period preceding the date of such request, already effected two registrations of Form S-3 for the Holder pursuant to this Section 1.3; (5) if the Company has effected two already affected four registrations on Form S-3 for the Holder pursuant to this Section 1.3; or (6) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrations within the prior twelve month periodregistration, qualification or compliance. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered Subject to the Companyforegoing, the Company will (i) promptly give written notice of shall file a registration statement covering the proposed registration Registrable Shares and other securities so requested to all other Holders; and (ii) be registered as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days practicable after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If request or requests of the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationHolder.

Registration on Form S-3. (a) After its initial public offering, Provided the Company shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has is qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 19, Holders of at least ten percent (10%) of the Registrable Securities then outstanding Holder shall have the right to request one or more registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities Warrant Shares to be disposed of and the intended methods of disposition of such shares by such Holder or HoldersXxxxxx), provided, however, that the Company shall not be obligated to effect any such registration if (i) if the Holders propose Holder proposes to sell Registrable Securities Warrant Shares on Form S-3 at an aggregate price to the public, net of all Selling Expenses public of less than $1,000,000500,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if event the Company shall furnish the certification described in Section 1.2(bparagraph 10(d)(ii) (but subject to the limitations set forth therein) ), or (iviii) if the Company has effected two such registrations has, within the prior twelve six (6) month periodperiod preceding the date of such request already effected one registration on Form S-3 for Holder pursuant to this Section 10. (b) If a request complying with the requirements of Section 1.4(a10(a) hereof is delivered to the Company, the Company will (iprovisions of Sections 9(a)(i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20Section 10(c) days after the date hereof shall apply to such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all of the Registrable Securities that the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.29(b) hereof shall apply to such registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 10: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (d) Subject to the limitations set forth in this Section 10, the Company shall file a registration statement covering the Warrant Shares so requested to be registered as soon as practicable after receipt of the request of Holder; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to Holder 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 seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (c) above) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the request of Xxxxxx, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period.

Registration on Form S-3. (a) After its initial public offering, the The Company shall use all its reasonable best efforts to qualify for registration on Form S-3 as soon as legally possible and, thereafter, to maintain such qualification. If at any time after the Company's first firm commitment underwritten public offering (a) the Investor requests that the Company file a Registration Statement registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or forms. After any portion of the shares of Restricted Stock held by the Investor, the aggregate proposed offering price of which is not less than $10,000,000 for any such registration, and (b) the Company has qualified is a registrant entitled to use Form S-3 or any successor form thereto to register such shares for secondary sales, then the Company shall use of Form S-3, in addition its best efforts to register under the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations Act on Form S-3 (or any successor thereto for public sale in accordance with the method of disposition specified in such requests shall be in writing and shall state notice, the number of shares of Registrable Securities Restricted Stock specified in such notice. Notwithstanding the immediately preceding sentence, the required dollar amount for the aggregate proposed offering price shall be reduced from $10,000,000 to be disposed $7,000,000 immediately, and without further action by any of the parties hereto, upon the receipt by the Company of the requisite consent to such reduction from the parties to the Amended and Restated Registration Rights Agreement, dated as of April 26, 2000, by and among the Company and the intended methods securityholders party thereto. There shall be no limitation on the number of disposition of such shares by such Holder or Holders)registrations on Form S-3 which may be requested and obtained under this SECTION 2A; PROVIDED, providedHOWEVER, however, that in the event that the Company has already effected a registration on Form S-3 pursuant to this SECTION 2A during any 12 month period, any additional registration(s) on Form S-3 requested pursuant to this SECTION 2A during such 12 month period shall be at the expense of the Investor. If the method of disposition specified in such notice shall be an underwritten public offering, the Investor may designate the managing underwriter(s) of such offering, subject to the approval of the Company, which approval shall not be obligated unreasonably withheld or delayed. The Company's obligation to effect register Restricted Stock pursuant to SECTION 2A shall not be deemed satisfied in respect of any such registration registration: (i) if unless a registration statement covering at least 85% of the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to shares of Restricted Stock specified in notice received as aforesaid, for sale in accordance with the publicmethod of disposition specified by the Investor, net of all Selling Expenses of less than $1,000,000shall have become effective, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, resulting in a failure to consummate the circumstances described in clauses (A) and (C) offering of Section 1.2(a)(ii)Restricted Stock offered thereby, (iii) if after a registration statement has become effective, the Company shall furnish offering of Restricted Stock offered thereby is not consummated due to factors beyond the certification described control of the Investor, including, without limitation, in Section 1.2(b) (but subject the context of a proposed firm commitment underwriting, the fact that the underwriters have advised the Investor that such Restricted Stock cannot be sold at a net price equal to or above the limitations set forth therein) net price anticipated at the time of filing of the preliminary prospectus, or (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied through no fault of the Investor. The Company has effected two such registrations within the prior twelve month period. (b) If a request complying shall be entitled to include in any registration statement referred to in this SECTION 2A, for sale in accordance with the requirements method of Section 1.4(adisposition specified by the Investor, shares of Common Stock to be sold by the Company for its own account. In the event that any registration pursuant to this SECTION 2A shall be, in whole or in part, an underwritten public offering of Common Stock and the managing underwriter advises the Company that inclusion of all such Restricted Stock would adversely affect the marketing of the offering, the Company shall allocate the shares of Common Stock to be included in such registration as follows: (A) hereof is delivered first, to the Investor, (B) second, to the extent of any remaining shares to be included in the registration, to holders of "piggyback" registration rights requesting inclusion, pro rata on the basis of the number of shares of Common Stock requested to be included in the registration, (C) third, to the extent of any remaining shares to be included in the registration, to the Company, and (D) fourth, to the Company will (i) promptly give written notice extent of any remaining shares to be included in the proposed registration registration, to all other Holders; and (ii) as soon as practicablepersons requesting shares of Common Stock to be included in the registration, and in any event within twenty (20) days after pro rata on the date such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all basis of the Registrable Securities that number of shares of Common Stock requested to be included in the Holders specify in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, the The Company shall use all reasonable its best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or formsS-3, and to that end, the Company shall comply with the reporting requirements of the Exchange Act. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding each Holder shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods method of disposition of such shares by each such Holder or HoldersHolder), provided, however, that the Company shall not be obligated to effect any such registration (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and in any event within twenty (20) days after the date such request is delivered to the Company, file a Registration Statement on Form S-3 appropriate compliance with applicable regulations issued under the Securities Act covering and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Registrable Securities that the Holders specify as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within fifteen twenty (1520) days after receipt delivery of such written notice from the Company; subject to the following limitations: (a) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to ninety (90) days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145 under the Securities Act); (b) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to expiration of ninety (90) days following the effective date of the most recent registration pursuant to a request under Section 4 of this Agreement or pursuant to a request by a holder of registration rights under any other agreement of the Company granting Form S-3 demand registration rights that has been approved in accordance with Section 24(a) hereof; (c) the Company shall not be required to effect more than two (2) registrations on Form S-3 pursuant to this Section 6 during any twelve (12) month period; (d) the Company shall not be required to effect a registration on Form S-3 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an anticipated aggregate offering price to the public (net of underwriting discounts and commissions) of at least $1,000,000; (e) the Company shall not be required to maintain and keep any such registration on Form S-3 effective after the earlier to occur of (A) ninety (90) days from the date of effectiveness of such registration statement or (B) such date as the disposition of the Registrable Securities subject to such registration has been completed; (f) if the Company shall furnish to the Holder or Holders requesting a registration statement pursuant to this Section 6 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders 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 once within any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Holders initiating registration under this Section 6. The Company shall give notice to all Holders of the receipt of a request for registration pursuant to this Section 6 and shall provide a reasonable opportunity for all such other Holders to participate in the registration. Subject to the foregoing, the Company will use all reasonable its best efforts to cause such registration to become effective as soon as possible thereafter If effect promptly the registration is of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for an underwritten offering, the provisions purposes of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationdisposition.

Registration on Form S-3. In case Xtrana shall at any time after the Closing become eligible to use Form S-3 for the registration of resale of securities by its stockholders and receives from any holder or holders of Registrable Securities (aas defined below) After its initial public offering, the Company shall use all reasonable best efforts to qualify for a written request or requests that Xtrana effect a registration on a Registration Statement on Form S-3 with respect to all or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, Holders of at least ten percent (10%) a part of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares owned by such Holder holder or Holders)holders, provided, however, that the Company shall not be obligated to effect any such registration then Xtrana will: (i) if the Holders propose to sell Registrable Securities on Form S-3 at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (ia) promptly give written notice of the proposed registration and to all other Holdersholders of Registrable Securities; and (iib) as soon as practicable, use commercially reasonable efforts to effect such registration as would permit or facilitate the sale and in any event within twenty (20) days after the date distribution of all or such request is delivered to the Company, file a Registration Statement on Form S-3 under the Securities Act covering all portion of the such holders or holders' Registrable Securities that the Holders specify as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders other holder of Registrable Securities joining in such request as are specified in a written request received given within twenty (20) days after Xtrana provides the notice contemplated by clause (a). Notwithstanding the foregoing, Xtrana shall not be obligated to effect any such registration, qualification or compliance pursuant to this SECTION 6.17 (i) if Form S-3 is not available for such offering by the holders; (ii) if the holders, together with the holders of any other securities of Xtrana entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Xtrana shall furnish to the holders a certificate signed by the President or Chief Executive Officer of Xtrana stating that in the good faith judgment of the Board of Directors of Xtrana, it would be materially detrimental to Xtrana and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company within fifteen shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve month period for a period of not more than ninety (1590) days after receipt of the request of the holder or holders under this SECTION 6.17; (iii) if Xtrana has already effected a registration on Form S-3 pursuant to this SECTION 6.17; or (iv) in any particular jurisdiction in which Xtrana would be required to qualify to do business or to execute a general consent to service of process in effecting such written notice from registration, qualification or compliance. For purposes hereof, the Companyterm "REGISTRABLE SECURITIES" means: (1) any Xtrana Common Stock held by an AIC Shareholder and issued to such AIC Shareholder pursuant to this Agreement and (2) any shares of Xtrana Common Stock held by an AIC Shareholder and issued as a dividend or other distribution with respect to, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is or in exchange for an underwritten or in replacement of, any shares of Xtrana Common Stock described in clause (1) of this definition; PROVIDED, HOWEVER, that "Registrable Securities" shall exclude any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the provisions of Sections 1.2(cSecurities Act, or in a registered offering, or otherwise or securities which can be sold in accordance with Rule 144(k) and 1.2(d) (with promulgated under the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationSecurities Act."

Registration on Form S-3. All expenses incurred in connection with up to two (a2) After its initial public offeringregistrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, each of which shall be paid by the Company (a “Company Paid S-3 Registration”); provided, however, that no registration pursuant to Section 1.4 shall use all reasonable best efforts to qualify for registration on count as a Company Paid S-3 Registration Statement on Form S-3 or any comparable or successor form or forms. After if the Company has qualified for the use of Form S-3, in addition withdraws such registration before it becomes effective (subject to the rights contained in the foregoing provisions remainder of this Section 1, Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing 1.7(c)); and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, howeverfurther, that the Company shall not be obligated required to effect pay for any such expenses of any registration (i) proceeding begun pursuant to Section 1.4 if the Holders propose to sell Registrable Securities on Form S-3 registration request is subsequently withdrawn at an aggregate price to the public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.2(b) (but subject to the limitations set forth therein) or (iv) if the Company has effected two such registrations within the prior twelve month period. (b) If a request complying with the requirements of Section 1.4(a) hereof is delivered to the Company, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within twenty (20) days after the date such request is delivered to the Company, file Holders of a Registration Statement on Form S-3 under the Securities Act covering all majority of the Registrable Securities that to be registered (in which case all participating Holders shall bear such expenses), unless the Holders specify in such request, together with all or such portion of a majority of the Registrable Securities agree to forfeit their right to one S-3 registration pursuant to Section 1.4; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.4. Any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders joining participating in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration to become effective as soon as possible thereafter If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) (with the substitution of Section 1.4 for references to Section 1.2) hereof shall apply to such registrationForm S-3 Registration.