Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000).

Request by Holders. If Subject to Section 10 below, if the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale Company’s initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.23(a), then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration under and all such qualifications and compliances as may be so requested and as would permit or facilitate the Securities Act sale and distribution of all or such portion of the Registrable Securities which Holders request to be registered and included as are specified in such registration request and any additional requests by written notice given other Holders received by such Holders to the Company within twenty ten (2010) business days after receipt of the Request Notice, subject only to the limitations of this Section 23(a); provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate price to the public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)54.6 million.

Request by Holders. If the Company shall receive receive, at any time after the earlier of three (3i) years from the date hereof, five-year anniversary of the First Closing (as defined in the Series F-1 Agreement) or (ii) six (6) months after the effective date of the first underwritten sale Company’s initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority fifty percent (50%) of the Registrable Securities then outstanding and held by Investors that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars fifteen million dollars ($5,000,00015,000,000).”

Request by Holders. If the Company shall receive at any time after the earlier of three thirty-six (336) years from months after the date hereof, or six one hundred eighty (6180) months days after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least (i) a majority of the Registrable Securities then outstanding, and/or (ii) a majority of the Series C Stock then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either either: (i) be at least twenty percent (20%) 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)5,000,000 if such requested registration is the IPO.

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale Company’s initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority 25% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.21.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicablepracticable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares), the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 21; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)7,500,000.

Request by Holders. If the Company shall receive receive, at any time after the earlier of three (3i) years from the date hereof, five-year anniversary of the Closing (as defined in the Series F Agreement) or (ii) six (6) months after the effective date of the first underwritten sale Company’s initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority fifty percent (50%) of the Registrable Securities then outstanding and held by Investors that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars fifteen million dollars ($5,000,00015,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of three fifth (35th) years from anniversary of the date hereofof this Agreement, or six one hundred eighty (6180) months days after the effective date of the first underwritten sale Company’s initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Twenty Million Dollars ($5,000,00020,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.23(a), then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and effect, as soon as practicable, the registration under and all such qualifications and compliances as may be so requested and as would permit or facilitate the Securities Act sale and distribution of all or such portion of the Registrable Securities which Holders request to be registered and included as are specified in such registration request and any additional requests by written notice given other Holders received by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 23(a); provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate price to the public offering price (before any underwriting discounts and commissions) of not less than Twenty-Five Million Dollars ($5,000,00025,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority thirty percent (30%) of the Registrable Securities then outstanding Then Outstanding not earlier than the earlier of (i) three (3) years after the date of the Prior Rights Agreement or (ii) six months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities (or a lesser amount if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Seven Million Five Hundred Thousand Dollars ($7,500,000)) pursuant to this Section 2.21.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)1.2.

Request by Holders. If the Company shall receive at any time after the earlier of three five (35) years from the date hereof, Effective Date or six (6) months after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “Qualified IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written requestrequest (except if Section 2.2(e)(2) is applicable), give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty fifteen (2015) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000).

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of three (3i) years from the date hereofAugust 31, 1997, or (ii) six (6) months after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request ------- Notice”") to all Holders, and effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty thirty (2030) days after receipt of the Request Notice, subject only to the limitations of this Section 22.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty thirty percent (2030%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)3,000,000.

Request by Holders. If the Company shall receive at any time after the earlier of three (3i) years from the date hereofthird anniversary of this Agreement, or (ii) six (6) months after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities 1933 Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities 1933 Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and effect, as soon as practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the registration under the Securities 1933 Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 22.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty twenty-five percent (2025%) of all Registrable Securities then outstanding (or (ii) have an any lesser percentage if the anticipated aggregate public offering price equals or exceeds $5,000,000 (before any underwriting deduction of underwriters' discounts and commissions) of not less than Five Million Dollars ($5,000,000)).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereofSeptember 30, 2002, or six (6) months after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)20,000,000.

Request by Holders. If the Company shall receive receive, at any time after the earlier of three (3) years from the date hereofDecember 31, or six (6) months after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”)2001, a written request from the Holders of at least a majority ten percent (10%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act Registration Statement, covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty ten percent (2010%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars US $1,000,000. Any Registration effected pursuant to this Section 2.2 shall be on Form S-1 unless the Holders of more than fifty percent ($5,000,000)50%) of the Registrable Securities to be registered pursuant to such Registration instruct the Company otherwise.

Request by Holders. If the Company shall receive at any time more than 180 days after the earlier of three (3) years from the date hereof, or six (6) months after the effective closing date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), Initial Public Offering a written request from the Holders of at least a majority 50% of the Registrable Securities then outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2with an anticipated aggregate public offering price of not less than $10,000,000 (exclusive of underwriters’ discounts and commissions), then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Demand Notice”) to all Holders, Holders and effectuse its commercially reasonable best efforts to, as soon as practicable, the file a registration statement under the Securities Act of covering all Registrable Securities which that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either . (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000b).

Request by Holders. If the Company shall receive (i) at any time after before the earlier of three (3) years from the date hereof, or six (6) months after the effective date initial public offering of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC Company’s stock registered under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority two-thirds of the Registrable Securities then outstanding outstanding, or (ii) at any time after the initial public offering of the Company’s stock registered under the Securities Act a written request from the Holders of Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 22.2; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) above must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Seven Million Five Million Hundred Thousand Dollars ($5,000,0007,500,000).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 22.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty fifty percent (2050%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)2,000,000.

Request by Holders. If the Company shall receive at any time ------------------ after the earlier to occur of three (3i) years from the date hereof, or six one (61) months year after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”)ii) December 31, 2000, a written request from the Holders of at least a majority forty percent (40%) of the Registrable Securities then outstanding Then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request ------- Notice”") to all Holders, and effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 22.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty twenty-five percent (2025%) of all Registrable Securities then outstanding Then Outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000).

Request by Holders. If the Company shall receive receives at any time after the earlier of three of: (3i) years from the date hereof, or six (6) months after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed withIPO; or (ii) November 5, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”)2009, a written request from the Holders of Conversion Stock holding at least a majority thirty percent (30%) of the Registrable Securities then outstanding held by all Holders of Conversion Stock (the “Initiating Holders”) that the Company file a registration statement under the Securities 1933 Act covering the registration of Registrable Securities pursuant to this Section 2.23.2, then the Company shallwill, within twenty ten (2010) business days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all HoldersHolders of Conversion Stock, and effect, as soon as practicable, and, in connection with a registration that is not an IPO, within ninety (90) days after receipt of such request, the registration under the Securities 1933 Act of all Registrable Securities which the Holders request to be registered and included in such registration registration, by written notice given by such 4. Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 23.2; provided that the Registrable Securities requested by all Holders of Conversion Stock to be registered pursuant to such request must either (i) be at least twenty thirty percent (2030%) of all Registrable Securities then outstanding or (ii) have having an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars (at least $5,000,000)5,000,000.00.

Request by Holders. If the Company shall receive at any time after the earlier of three seven (37) years from after the date hereofof this Agreement, or and six (6) months after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “Company’s IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty thirty (2030) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty thirty (2030) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty forty percent (2040%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ten million dollars ($5,000,00010,000,000).; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any registration pursuant to this Section 2.2 (1) within the 180 day period following the Company’s initial public offering, or

Request by Holders. If the Company shall receive (i) at any time after before the earlier of three (3) years from the date hereof, or six (6) months after the effective date initial public offering of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC Company’s stock registered under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding outstanding, or (ii) at any time after the initial public offering of the Company’s stock registered under the Securities Act, a written request from the Holders of Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.22.3, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 22.3; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) above must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Fifteen Million Dollars ($5,000,00015,000,000.00).

Request by Holders. If the Company shall receive at any time after the earlier of three (3i) years from the date hereofJuly 5, 2002, or (ii) six (6) months after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public Act (the “"IPO”"), a written request from the Holders of at least 1,050,000 shares (on a majority common equivalent basis) of the Demand Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Demand Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all HoldersHolders then eligible to participate in a registration under this Section 2.2(a), and effect, as soon as practicable, the registration under the Securities Act of all Demand Registrable Securities which such Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 22.2; provided that the Demand Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty fifty percent (2050%) of all Demand Registrable Securities then outstanding and then eligible for registration under this Section 2.2(a) or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000).offering

Request by Holders. If the Company shall receive at any time after the earlier of three (3i) five years from the date hereof, or hereof and (ii) six (6) months after the effective date registration of the first underwritten sale of Common Stock Company’s common stock under Section 12(g) of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Exchange Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included include in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars five million dollars ($5,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority fifty percent (50%) of the then outstanding Registrable Securities then outstanding (the "INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.22.1(b) with an anticipated aggregate offering price of at least $2,500,000 (net of underwriting discounts and commissions), then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested . The Company may, if permitted by all Holders to be registered law, effect any registration pursuant to such request must either (ithis Section 2.1(b) be at least twenty percent (20%) by the filing of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)a registration statement on Form S-3.

Request by Holders. If the Company shall receive at any time after the earlier of three ninety (390) years from the date hereof, or six (6) months days after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, 2.2 then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 22.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Ten Million Dollars ($5,000,00010,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereofSeptember 14, 2012, or six (6) months after the effective date of the first underwritten sale Company’s initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority thirty-five percent (35%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included include in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Ten Million Dollars ($5,000,00010,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six ------------------ (6) months after the effective date of the first underwritten sale Company's initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority twenty percent (20%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the effect any registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and effect, as -------------- soon as practicable, the such registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 22.2; provided that the Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority fifty percent (50%) of the Registrable Securities then outstanding Then Outstanding, voting together as one class, not earlier than the earlier of (i) June 30, 2011 and (ii) six months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (the “Initial Public Offering”), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.21.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 21.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000).

Request by Holders. If the Company shall receive receive, at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the first underwritten sale Company’s initial public offering of Common Stock of the Company to the public its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding outstanding, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.21.2, then the Company shall, within twenty (20) 20 days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) 20 days after receipt of the Request Notice, subject only to the limitations of this Section 21; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) a majority of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000)10,000,000.

Request by Holders. If the Company shall receive receive, at any time after the earlier of three (3) years from the date hereof, or six (6) months after following the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least forty percent (40%) of the Registrable Securities pursuant to this Section 2.2then outstanding or such lesser amount as would have an anticipated aggregate public offering price of not less than $15,000,000, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Demand Notice”) to all Holders, and effectHolders and, as soon as practicable, the file a registration statement under the Securities Act of covering all Registrable Securities which that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) 20 days after receipt of the Request Noticedate a Demand Notice is given, and in each case, subject only to the limitations of this Section 2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after 180 days following the effective date of the first underwritten sale of Common Stock of the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “Qualified IPO”), a written request from the Holders of at least a majority sixty six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding outstanding, voting together as a single class on an as-converted basis, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within twenty (20) days after the receipt of such written requestrequest (except if Section 2.2 is applicable), give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty ninety (2090) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that provided, that, the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price gross proceeds (before any underwriting discounts and commissions) of not less than Five Million Dollars that equals or exceeds ten million dollars ($5,000,00010,000,000).