Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of 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 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: (i) be at least 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $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 thirty-six three (363) months after years from the date hereof, or one hundred eighty six (1806) days 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 (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 that 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: either (i) be at least 25% 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 if such requested registration is the IPO5,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six fifth (365th) months after anniversary of the date hereofof this Agreement, or one hundred eighty (180) days after the effective date of the IPOCompany’s initial public offering of its securities pursuant to a registration filed under the Securities Act, 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 use reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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 Twenty Million Dollars ($5,000,000 if such requested registration is the IPO20,000,000).

Request by Holders. If the Company shall receive receive, at any time after the earlier of thirty(i) the five-year anniversary of the Closing (as defined in the Series F Agreement) or (ii) six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least fifty percent (i50%) a majority of the Registrable Securities then outstanding, and/or (ii) a majority of the Series C Stock 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 that 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 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 fifteen million dollars ($5,000,000 if such requested registration is the IPO15,000,000).

Request by Holders. If Subject to Section 10 below, if the Company shall receive at any time after the earlier of thirty-six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany’s initial public offering of its securities pursuant to a registration filed under the Act, a written request from the Holders of at least (i) a majority of the Registrable Securities then outstanding, and/or outstanding (ii“Demand Request”) 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 2.23(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 that 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 25% 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 $5,000,000 if such requested registration is the IPO54.6 million.

Request by Holders. If the Company shall receive receive, at any time after the earlier of thirty(i) the five-year anniversary of the First Closing (as defined in the Series F-1 Agreement) or (ii) six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least fifty percent (i50%) a majority of the Registrable Securities then outstanding, and/or (ii) a majority of the Series C Stock 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 that 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 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 fifteen million dollars ($5,000,000 if such requested registration is the IPO15,000,000).”

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least (i) a majority 25% of the Registrable Securities then outstanding, and/or outstanding (iithe “Initiating Holders”) 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 2.21.2, 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 that 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 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 $5,000,000 if such requested registration is the IPO7,500,000.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPO, a written request from the Holders of at least thirty percent (i30%) a majority of the Registrable Securities then outstanding, and/or Then Outstanding not earlier than the earlier of (i) three (3) years after the date of the Prior Rights Agreement or (ii) a majority six months after the effective date of the Series C Stock then outstanding 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 that 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 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration is the IPO1.2.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-May 25, 2010 or six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (i40%) 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 that 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: either (i) be at least 25% forty percent (40%) 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 if such requested 5,000,000). A registration is statement filed pursuant to this Section 2.2 may include other securities of the IPOCompany with respect to which registration rights have been granted in accordance with the terms of this Agreement.

Request by Holders. If the Company shall receive Company, at any time after the earlier of thirty-(i) December 31, 2022, or (ii) six (366) months after following the date hereof, or one hundred eighty (180) days after the effective date completion of a firm commitment underwritten public offering of the IPOOrdinary Shares of the Company in the United States that has been registered under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchange, receives a written request from the Holders of at least thirty percent (i30%) 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 at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.22.3, then the Company shall, within twenty ten (2010) days after Business Days (as defined below) of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration is the IPO2.3.

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of thirty-(i) August 31, 1997, or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (i40%) 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 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 that 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: either (i) be at least 25% thirty percent (30%) 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 $5,000,000 if such requested registration is the IPO3,000,000.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-September 30, 2002, or six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, 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”"REQUEST NOTICE") to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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 $5,000,000 if such requested registration is the IPO20,000,000.

Request by Holders. If If, at any time prior to a Qualified IPO, the Company shall receive at any time after the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPO, a written request from the Holders (other than Company Specified Holders) of at least greater than thirty percent (i30%) a majority of the Registrable Securities then outstanding, and/or Outstanding (iiother than those held by Company Specified Holders) a majority of the Series C Stock then outstanding that the Company effect a US Initial Public Offering that is a Qualified IPO and file a registration statement under the Securities Act Registration Statement covering the registration of Registrable Securities pursuant to this Section 2.23.1, 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 that 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 NoticeNotice (or such later time as agreed between the Company and the Holders), subject only to the limitations of Section 3; provided, that the Company need not effect an Initial Public Offering pursuant to this Section 2; provided 3.1 unless (i) the Initial Public Offering would constitute a US Initial Public Offering that is a Qualified IPO and (ii) the Registrable Securities requested by all Holders to be registered pursuant to such request must either: (i) be is at least 25% ten percent (10%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration is the IPOOutstanding.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) more than 180 days after the effective closing date of the IPOfirst public offering of securities of the Company pursuant to an effective registration statement (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least (i) a majority 50% of the Registrable Securities then outstanding, and/or outstanding (ii“Initiating Holders”) 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 2.2with 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 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 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $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 thirty-(i) November 25, 2003 or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, 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”"REQUEST NOTICE") to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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: either (i) be at least twenty-five percent (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 $5,000,000 if such requested 25,000,000. The Company shall not be obligated to effect a registration is under this Section 2.2 during the IPOsix-month period after the effective date of the Company's initial public offering of its securities as set forth above.

Request by Holders. If (i) the Company shall receive at any fails to comply with its obligations under either Section 2(a) or 2(b) hereof within the respective time after the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPO, periods set forth therein and subsequently receives a written request from the Holders holders of at least fifty percent (i50%) a majority of the Registrable Securities then outstanding, and/or (ii) a majority Purchased Shares issued as of the Series C Stock then outstanding Closing that the Company file a registration statement Registration Statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all the Registrable Securities that any such holder desires to sell) covering the registration of Registrable Securities, and (ii) the expected gross proceeds of the sale of Registrable Securities pursuant to this Section 2.2under such Registration Statement would equal or exceed $2,000,000, 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 Notice”") to all Holdersholders of Registrable Securities (as reflected on its register of such holders), and use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders holders thereof request to be registered and included in such registration by written notice given by such Holders 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 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $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 thirty-(i) July 5, 2002, or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 2,100,000 shares (ion a common equivalent basis) a majority of the Demand 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 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 Holders, and effect, as soon as practicable, the registration under the Securities Act of all Demand Registrable Securities that 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 Demand Registrable Securities requested by all Holders to be registered pursuant to such request must either: either (i) be at least 25% fifty percent (50%) of all Demand Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000 (or $10,000,000 if such requested registration is the IPOinitial public offering of the Company's stock registered under the Securities Act).

Request by Holders. If the Company shall receive at any time after the earlier of thirty-(i) five (5) years from the date of this Agreement or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOfirst registration statement for a public offering of securities of the Company (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least (i) a majority 20% of the Registrable Securities then outstanding, and/or outstanding (ii“Initiating Holders”) a majority of the Series C Stock then outstanding that the Company file a registration statement under the Securities Act covering the registration such amount of Registrable Securities pursuant to this Section 2.2as would have an anticipated aggregate public offering price of not less than $10,000,000, 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 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 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration is the IPO.

Request by Holders. If the Company shall receive shall, at any time after the earlier of thirty-six (36i) months after the date hereofJune 30, 2007 or (ii) one hundred eighty (1801) days after the effective date of the IPOyear following a Qualified Public Offering, receive a written request from the Holders of at least fifty percent (i50%) 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 no less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 2.22.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000), 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 Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested by all Holders to be registered included in such registration) pursuant to such request must either: (i) be at least 25% the provisions of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration is the IPOSection 2.4(a).

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPO, a written request from the Holders of at least fifty percent (i50%) a majority of the Registrable Securities then outstandingThen Outstanding, and/or voting together as one class, not earlier than the earlier of (i) June 30, 2011 and (ii) a majority six months after the effective date of the Series C Stock then outstanding 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 that 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 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 $5,000,000 if such requested registration is the IPO5,000,000.

Request by Holders. If At anytime following the Company shall receive at any time after the earlier lapse of thirty-six nine (369) months after from the date hereof, or one hundred eighty (180) days after the effective date closing of the IPO, if the Company receives a written request from the Holders of at least (i) a majority of the Registrable Securities then outstanding, and/or (iithe “Initiating Holders”) 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 2.22 (the “Demand”), then the Company shall, within twenty fourteen (2014) days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and each Holder who is not an Initiating Holder shall have twenty (20) days after receipt of the Request Notice to notify the Company in writing of any Registrable Securities that they wish to be registered and included in such registration (the “Response Notice”)and the Company shall then use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders pursuant to the Company Response Notices it receives within twenty (20) days after receipt of the Request Noticetime stated above, subject only to the limitations of this Section 2; , and provided that the Registrable Securities requested by all Holders Company shall not be required to be registered pursuant to effect such request must either: (i) be at least 25% registration unless the estimated aggregate offering price of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than requested to be so registered is at least $5,000,000 if such requested registration is the IPO2,000,000.

Request by Holders. If the Company shall receive at any time ------------------ after the earlier later of thirty-(i) September __, 1998, or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least (i) a majority 50% 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 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 that 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: either (i) be at least 25% fifty percent (50%) 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 $5,000,000 if such requested registration is the IPO10,000,000.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-(i) five (5) years from the date of this Agreement or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (i40%) 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 that 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: either (i) be at least 25% thirty percent (30%) 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 Seven Million Five Hundred Thousand Dollars ($5,000,000 if such requested registration is the IPO7,500,000).

Request by Holders. If the Company shall receive at any time after the earlier of thirty-three (3) years from the date of this Agreement, or six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act (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 that 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, that the Registrable Securities requested by all Holders to be registered pursuant to such request must either: either (i) be at least 25% thirty percent (30%) 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) or Thirty Million Dollars ($30,000,000) if such requested registration is the IPO.

Request by Holders. If the Company shall receive receive, at any time after the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany’s initial public offering of its securities pursuant to a registration filed under the Securities Act, 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 2.21.2, 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 that 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: either (i) be at least 25% 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 $5,000,000 if such requested registration is the IPO10,000,000.

Request by Holders. If the Company shall receive shall, at any time after the earlier of thirty-(i) forty eight (48) months from the Closing Date (as defined in the Series D-2 Purchase Agreement) or (ii) six (366) months after following the date hereoftaking effect of a registration statement for a Qualified Public Offering, or one hundred eighty (180) days after the effective date of the IPO, receive a written request from the Holders of at least twenty percent (i20%) 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 at least twenty percent (20%) of the 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 use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested by all Holders to be registered included in such registration) pursuant to such request must either: (i) be at least 25% the provisions of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration is the IPOSection 2.4(b).

Request by Holders. If the Company shall receive at any time ------------------ after the earlier to occur of thirty-six (36i) months after the date hereof, or one hundred eighty (1801) days year after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, and (ii) December 31, 2000, a written request from the Holders of at least forty percent (i40%) a majority of the Registrable Securities then outstanding, and/or (ii) a majority of the Series C Stock 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 that 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: either (i) be at least twenty-five percent (25% %) 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 $5,000,000 if such requested registration is the IPO5,000,000.

Request by Holders. If the Company shall receive Company, at any time after prior to the earlier of thirty-six third (363rd) months after the date hereof, or one hundred eighty (180) days after the effective date anniversary of the IPOClosing Date, is unable to maintain the effectiveness of the Shelf Registration Statement, other than in connection with a Suspension Event, and during such time, the Company receives a written request from the Holders of at least twenty-five percent (i25%) 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 2.2Securities, then the Company shall, within twenty ten (2010) business days after the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities 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; provided, subject only to the limitations of this Section 2; provided however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must either: (i) be at least 25% fifteen percent (15%) of all Registrable Securities then outstanding outstanding. Such registration shall be effected on a Form S-1 or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration S-2, whichever is then available for the IPOCompany's use under the rules promulgated under the Securities Act.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, 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 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 that 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: either (i) be at least 25% fifty percent (50%) 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 $5,000,000 if such requested registration is the IPO2,000,000.

Request by Holders. If the Company shall receive (i) at any time after before the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date initial public offering of the IPOCompany’s stock registered under the Securities Act, a written request from the Holders of at least (i) a majority two-thirds of the Registrable Securities then outstanding, and/or or (ii) a majority at any time after the initial public offering of the Series C Stock then outstanding 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 that 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 25% 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 Hundred Thousand Dollars ($5,000,000 if such requested registration is the IPO7,500,000).

Request by Holders. If If, at any time prior to a Qualified IPO, the Company shall receive at any time after the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPO, a written request from the Holders (other than Company Specified Holders) of at least greater than thirty percent (i30%) a majority of the Registrable Securities then outstanding, and/or Outstanding (iiother than those held by Company Specified Holders) a majority of the Series C Stock then outstanding that the Company effect a US Initial Public Offering that is a Qualified IPO and file a registration statement under the Securities Act Registration Statement covering the registration of Registrable Securities pursuant to this Section 2.23.1, 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 that 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 NoticeNotice (or such later time as agreed between the Company and the Holders), subject only to the limitations of Section 3; provided, that the Company need not effect an Initial Public Offering pursuant to this Section 2; provided 3.1 unless (i) the Initial Public Offering would constitute a US Initial Public Offering that is a Qualified IPO and (ii) the Registrable Securities requested by all Holders to be registered pursuant to such request must either: (i) be is at least 25% ten percent (10%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration is the IPOOutstanding.

Request by Holders. If the Company shall receive at any time ------------------ after the earlier of thirty-(i) September 30, 2002 (except that if the Company has completed the initial public offering of its securities then the time period in 2.2(a)(ii) shall apply even after September 30, 2002), or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least twenty-five percent (i25%) 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 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 that 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: either (i) be at least twenty-five percent (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 $5,000,000 if such requested registration is the IPO2,500,000.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-(i) five years from the date hereof and (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date registration of the IPOCompany’s common stock under Section 12(g) of the Exchange Act, a written request from the Holders of at least twenty-five percent (i25%) 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 that 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 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 if such requested registration is the IPO5,000,000).

Request by Holders. If the Company shall receive at any time after the earlier of thirty-(i) the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act or, (ii) May 5, 2000 (provided such date is not within six (36) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering), a written request from the Holders of at least forty percent (i40%) 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 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 Holders, and effect, as soon as practicablepracticable and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that 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 that the Registrable Securities requested by all Holders to be registered pursuant to such request must either: either (i) be at least 25% fifty percent (50%) of all Registrable Securities then outstanding outstanding, (ii) in the case of a request by the Holders of Series B Stock or Series C Stock, be at least twenty percent (20%) of all Registrable Securities issued or issuable upon conversion of the Series B Stock or Series C Stock, as the case may be, or (iiiii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000 if such requested registration is the IPO5,000,000.

Request by Holders. If the Company shall receive (i) at any time after before the earlier of thirty-six (36) months after the date hereof, or one hundred eighty (180) days after the effective date initial public offering of the IPOCompany’s stock registered under the Securities Act, a written request from the Holders of at least (i) a majority of the Registrable Securities then outstanding, and/or or (ii) a majority at any time after the initial public offering of the Series C Stock then outstanding 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 that 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 25% 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 Fifteen Million Dollars ($5,000,000 if such requested registration is the IPO15,000,000.00).

Request by Holders. If the Company shall receive at any time after the earlier of thirty-(i) four (4) years from the date of this Agreement or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOfirst registration statement for a public offering of securities of the Company (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least fifty percent (i50%) a majority of the Registrable Securities then outstanding, and/or voting together as a single class and on an as-converted basis (ii) a majority of the Series C Stock 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, 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 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 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $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 thirty-six ninety (36) months after the date hereof, or one hundred eighty (18090) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least twenty-five percent (i25%) 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, 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 that 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 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 Ten Million Dollars ($5,000,000 if such requested registration is the IPO10,000,000).

Request by Holders. If the Company shall receive at any time ------------------ after the earlier of thirty-(i) December 31, 2001, or (ii) six (366) months after the date hereof, or one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least (i) a majority of the Registrable Securities then outstanding, and/or (iiother than Founders' Shares) a majority of the Series C Stock then outstanding that the Company file a registration statement under the Securities Act covering the registration of the 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 that (other than Founders' Shares) 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 (other than Founders' Shares) requested by all Holders to be registered pursuant to such request must either: either (i) be at least 25% forty percent (40%) of all Registrable Securities (other than Founders' Shares) then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000 20,000,000 if such requested registration is the IPOinitial public offering of the Company's stock registered under this Securities Act.

Request by Holders. If the Company shall receive receives at any time after the earlier of thirty-six (36i) months after the date hereofJuly 1, 2001, or (ii) one hundred eighty (180) days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least twenty percent (i20%) 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 shallwill, 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 will use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 the first registration effected pursuant to this Section 2.2 must either: (i) be at least 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 $5,000,000 if such 25,000,000.00; provided further that the Registrable Securities requested by all Holders to be registered pursuant to the second registration is the IPOeffected pursuant to this Section 2.2 must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $15,000,000.00.

Request by Holders. If the Company shall receive at any time after six (6) months following the earlier of thirty-six (36i) months after the date hereofthat the Company becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), or one hundred eighty (180ii) days after the effective date of a transaction in which the IPOCompany's outstanding shares of Common Stock are exchanged for shares of common stock of an entity that is subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, a written request from the Holders of at least (i) a majority of the Registrable Securities then outstanding, and/or outstanding (iithe "Initiating Holders") 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 2.2having an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than two million five hundred thousand dollars ($2,500,000), then the Company shall, within twenty fifteen (2015) days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and commence taking such steps as may be reasonably necessary to effect, as soon as practicable, the registration on Form S-2 (or any successor form) under the Securities Act of all Registrable Securities that 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 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000 if such requested registration is the IPO1.2.

Request by Holders. If the Company shall receive at any time ------------------ after the earlier of thirty-six (36) months after the date hereofAugust 31, 2000, or one hundred eighty (180) after 180 days after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration filed under the Securities Act, 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 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 60 days following delivery of the Request Notice, the registration under the Securities Act of all Registrable Securities that 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: either (i) be at least 25% fifty percent (50%) 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 $5,000,000 if such requested registration is the IPO2,000,000.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six (36i) the date that is eighteen (18) months after the date hereofof this Agreement, or one hundred eighty (180ii) days six (6) months after the effective date of the IPOCompany's initial public offering of its securities pursuant to a registration statement filed under the Securities Act, a written request from the Holders of at least (i) a majority 30% 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 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, use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such Request Notice, the registration under the Securities Act of all Registrable Securities that 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 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 $5,000,000 if such requested registration is the IPO7,500,000.

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six seven (367) months years after the date hereofof this Agreement, or one hundred eighty and six (1806) days months after the effective date of the Company’s 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 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 that 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: either (i) be at least 25% forty percent (40%) 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 ten million dollars ($5,000,000 if such requested 10,000,000); provided, however, that the Company shall not be obligated to effect, or take any action to effect, any registration is pursuant to this Section 2.2 (1) within the IPO.180 day period following the Company’s initial public offering, or