Common use of Request for Registration Clause in Contracts

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000), then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive receive, at any time after the earlier of (i) November 30, 2001 five years after the date hereof or (ii) six four (64) months after the effective date closing of the first registration statement for a public offering of securities Spin-Off (as defined in the Purchase Agreement), from one or more Investors cumulatively holding at least 30% of the Company Registrable Securities not previously registered (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), "Initiating Investors") a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) 25% of the Registrable Securities then outstanding not previously registered (or a any lesser percent number of shares if the anticipated aggregate offering price, net of without regard to underwriting discounts and commissions, would is reasonably expected to exceed $7,000,0005,000,000) (a "Qualifying Request"), then the Company shall, within ten subject to Section 2(b) below: (10i) days after the receipt thereof, Promptly give written notice of such request the proposed registration to all Holders and shall, subject to the limitations of subsection 1.2(bother Investors (if any); and (ii) As soon as practicable, use its best reasonable diligent efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as soon as practicable would permit or facilitate the registration under sale and distribution of the Act portion of all the Registrable Securities which as are specified in the Holders Qualifying Request, together with the portion of the Registrable Securities of any Investor joining in such Qualifying Request as are specified in a written request to be registered made by such Investor(s) and received by the Company within twenty (20) 20 days after the mailing of such written notice by from the Company described in accordance with Section 3.5clause (i) above is received by such Investor(s). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: 2: (i) During after the Company has initiated one such registration pursuant to this Section 2 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold), (ii) during any period starting with the date thirty (30) 60 days prior to the Company's good faith estimate proposed filing date of a registration statement of the date of filing of, Company and ending on a date one hundred eighty (180) 180 days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause of such registration statement to become effective; or or (iiiii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that requested to be included in a registration pursuant to this Section 2 may be immediately registered on Form S-3 pursuant to Section 4 hereof. (c) Subject to Section 2(b) above, the Company shall file a request made registration statement covering the Registrable Securities requested to be registered pursuant to Section 1.12 below2(a) as soon as practicable after receipt of the Qualifying Request; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company such registration would not be in the best interests of the Company at such time, and (ii) the Company shall furnish to the Initiating Investors a certificate signed by an authorized officer of the Company to such effect, then the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the Qualifying Request; and, further provided, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. (d) The registration statement required to be filed pursuant to a Qualifying Request may, subject to the provisions of Section 2(e) hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30August 1, 2001 1997, or (ii) six one (61) months year after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least 40% of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)2,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), effect as soon as practicable, and in any event shall use its best efforts to effect as soon as practicable within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section paragraph 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter or underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.to

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30January 1, 2001 2000, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the an Initiating Holders Holder that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0007,500,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.Initiating (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 60 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of thirty percent (30%) of the Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)10,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect Holders; (ii) as soon as practicable practicable, and in any event within sixty (60) days of the receipt of such request, file a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 2.1(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.56.5; and (iii) use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 2.1(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.1(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company is shall not be obligated to effect only effect, or to take any action to effect, any registration: (i) pursuant to this Section 2.1: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (ii) After the Company has effected two (2) such registrations pursuant to this Section 1.22.1 and such registrations have been declared or ordered effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or (iv) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act, or (ii) pursuant to any other provision of this Agreement: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company . A registration statement shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause counted until such time as such registration statement to become effective; or has been declared effective by the SEC (ii) If unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that may Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 belowincluded in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30April 1, 2001 2006 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000), 10,000,000) then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect Holders; and (ii) file as soon as practicable practicable, and in any event within 60 days of the receipt of such request, a registration statement in form and scope sufficient to permit under the Act and any other applicable law and regulations the disposition of all Registrable Securities which the Holders request to be registered in accordance with the method or methods of distribution specified in such request, subject to the limitations of Section 1.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2(a) and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that in its good faith view marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Company will exclude from such registration (i) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities, (ii) second, securities held by any Person with such contractual rights other than those granted in this Agreement and (iii) third, shares of Registrable Securities that may be included in the underwriting shall be allocated among held by all Holders thereofHolders, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities with such contractual rights granted in this Agreement, pro rata among the Holders of such shares on the basis of the Company owned by each Holder; provided, however, that the number respective numbers of shares of Registrable Securities Common Stock requested to be included in such underwriting registration. If at least eighty percent (80%) of the Registrable Securities requested to be registered by the Initiating Holders are not included in such registration, then the Initiating Holders may request that the Company effect an additional registration under the Securities Act of all or part of the Initiating Holders' Registrable Securities in accordance with the provisions of this Section 1.2, and the Company shall not be reduced unless all other securities are first entirely excluded from the underwritingeffect such additional registration at its sole expense. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) A demand registration requested pursuant to this Section 1.2 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Act and any of the Registrable Securities of the Initiating Holders included in such registration have actually been sold thereunder, and (ii) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities included in such registration have actually been sold thereunder); provided that if after any registration statement requested pursuant to this Section 1.2 becomes effective (i) such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to the actions or omissions to act of the Company and (ii) less than fifty percent (50%) of the Registrable Securities included in such registration have been sold thereunder, such registration statement shall not be included as a registration which may be requested pursuant to this Section 1.2 and shall be at the sole expense of the Company. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected four registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective and have remained effective for at least 120 consecutive days; or (ii) During the period starting with the date thirty (30) 90 days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 180 days after the effective date of, a Company-initiated registration subject statement in connection with a bona fide firm commitment underwritten registration for securities to Section 1.3 hereof, be offered for the Company's own account (the "Intended Registration") ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement the Intended Registration to become effective; or (ii) If effective and provided further that the Initiating Company gives notice to all Holders propose upon commencement of such period. The Holders shall be entitled to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made exercise their rights pursuant to Section 1.12 below1.4 hereof with respect to an Intended Registration. An Intended Registration shall not be deemed to be a demand registration of the Holders pursuant to this Section 1.2.

Request for Registration. (a1) If the Company shall receive at any time after following the earlier of (i) November 30December 31, 2001 2020 or (ii) six (6) months 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)IPO, a written request from the Initiating one or more Holders that the Company file a registration statement under the Act covering the registration of holding at least twenty percent (20%) 50% of the Registrable Securities then outstanding (or a lesser percent if on an as-converted into Common Stock basis) (the Holders initiating such request, the “Initiating Holders”) that the Company effect the registration under the 1933 Act of Registrable Securities with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $7,000,000)30,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, Holders, (ii) subject to the limitations of subsection 1.2(bthis Section 2(a), use its best commercially reasonable efforts to effect as soon as practicable the a registration under the 1933 Act of all of such Initiating Holders’ Registrable Securities which as are specified in such request, together with all of the Registrable Securities of any other Holder or Holders joining in such request to be registered as are specified in a written request given within twenty (20) days after the mailing receipt of such written notice by from the Company as soon as practicable, and (iii) file, as promptly as reasonably practicable following receipt of such request of the Initiating Holders in accordance with Section 3.5all other cases, a registration statement under the 1933 Act covering all the Registrable Securities that the Holders shall in writing request to be included in such registration and to use its commercially reasonable efforts to have such registration statement declared effective. (b2) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(aSection 2(a)(i). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Company, Initiating Holders holding or having the right to receive at least a majority in interest of the Registrable Securities that all Initiating Holders own or have the right to receive, and such Holder) to the extent provided herein. All Holders parties proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(eSection 2(d)(5)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Board of Directors of the Company (the “Board”) and reasonably acceptable to a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.22(a), if if, in the case of a registration requested pursuant to Section 2(a), the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated pro rata among all Holders thereof, including the Initiating Holders, thereof desiring to participate in proportion such underwriting (as nearly as practicable) proportionate to the amount number of Registrable Securities then held by each such Holder). No Registrable Securities requested by any Holder to be included in a registration pursuant to Section 2(a) shall be excluded from the underwriting unless all securities other than Registrable Securities are first excluded (including any securities to be offered by the Company). To facilitate the allocation of shares in accordance with the above provisions, the Company owned by each Holder; provided, however, that or the underwriter may round the number of shares of Registrable Securities allocated to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from any Holder to the underwritingnearest 100 shares. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d3) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to foregoing provisions of this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition2(a), the Company shall not be obligated to effect, or to take any action to effect, effect any registration pursuant to Section 2(a) after the Company has already effected two registrations initiated by the Holders pursuant to Section 2(a); provided, however, that no registration of Registrable Securities that shall not have become and remained effective in accordance with Section 2(d) shall be deemed to be a registration for any purpose of this Section 1.22(a) unless such registration was withdrawn at the request of the Holders except under the circumstances described in the last clause of the first sentence of Section 2(f). (4) Notwithstanding the foregoing provisions of this Section 2(a), in the event that the Company is requested to file any registration statement pursuant to this Section 2(a), the Company shall not be obligated to effect the filing of such registration statement: (i) During during the 90-day period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after following the effective date of, a of any other registration subject statement on Form S-1 or S-3 pertaining to Section 1.3 hereof, provided that an underwritten public offering of securities for the account of the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveor any Holder; or (ii) If in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the 1933 Act; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 2(c) below; or (iv) if the Registrable Securities to be included in the registration statement could be sold without restriction of any manner under Rule 144 of the 1933 Act within a 90-day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act; or (v) if the Company shall furnish to the Holders requesting such registration statement a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board (as evidenced by a written resolution of the Board), it would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed or to remain effective as long as such registration statement would otherwise be required to remain effective, the Company shall have the right to defer such filing for a period of not more than 180 days after receipt of the request for registration from the applicable Initiating Holders; provided, however, that the Company may not utilize the right set forth in this Section 2(a)(4)(v) more than once in any twelve-month period.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30the third anniversary of the Effective Date of this Agreement, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file of more than a registration statement under the Act covering the registration of at least twenty percent (20%) majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)5 million) that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) 20 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5registered. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-12 month period; and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected 2 registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with commencing on the effective date thirty (30) days prior to of the registration statement for the initial public offering of the Company's good faith estimate of the date of filing of, ’s securities and ending on a date one hundred eighty (180) 180 days after the effective date of, of such registration; or (iii) If the Company delivers notice to the Holders within 30 days of the Company’s receipt of the Initiating Holders’ registration request declaring the Company’s intention to file within 60 days a registration subject to Section 1.3 hereofstatement for the Company’s initial public offering, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30March 4, 2001 2016, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating 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 at least twenty percent (20%) such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)15,000,000, then the Company shall, within ten (10) 10 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days after of the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During after the Company has effected 2 registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date thirty (30) 90 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 90 days after the effective date of, a registration subject to Section 1.3 hereofunless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below1.4.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) November 30, 2001 five (5) years after the date of the Purchase Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Initial Offering, a written request from the Holders of a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders Holders”) that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0007,500,000), then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.2, use its best all commercially reasonable efforts to effect effect, as soon as practicable practicable, the registration under the Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days after of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 3.51.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect only service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected two (2) such registrations pursuant to this Section 1.2., and such registrations have been declared or ordered effective; (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period. (e) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other stockholder during such ninety (90) day period (other than a registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date one hundred eighty (180) days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereofa corporate reorganization or transaction under Rule 145 of the Act, provided a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effective; or (ii) If covering the Initiating Holders propose to dispose sale of shares the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of Registrable Securities debt securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 beloware also being registered).

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30the 5th anniversary of the Initial Closing (as defined in the Purchase Agreement), 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of at least 50% of the Registrable Securities then-outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)15,000,000, then the Company shall, within ten (10) 10 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days after of the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, for any participating Holder that is a venture capital fund, partnership or corporation, the partners, retired partners, members, retired members, affiliated venture capital funds and holders of capital stock of such holder, or the estates and family members of any such partners, members, retired members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling security holder,” as defined in this sentence. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During after the Company has effected 2 registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date thirty (30) 90 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 90 days after the effective date of, a registration subject to Section 1.3 hereofunless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below1.4.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30May 10, 2001 2018, or (ii) six (6) months after the effective date of the first registration statement for a Company’ initial public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)offering, a written request from the Initiating Holders that the Company file of a registration statement under the Act covering the registration of at least twenty percent (20%) majority of the Registrable Securities then outstanding (or the “Initiating Holders”) that the Company file a lesser percent if Form S-1 registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $7,000,000)5,000,000, then the Company shall, within ten (10) 10 days after the receipt thereofof receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as reasonably practicable (and in any event within 60 days of the date of the Initiating Holders’ request) file a Form S-1 registration statement under the Securities Act of covering all Registrable Securities which the Initiating Holders request to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the mailing of such notice by date the Company in accordance with Section 3.5Demand Notice is given. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; participating Holder provided, however, that the number of shares of no Registrable Securities to held by the Holders shall be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded from such underwriting. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. To facilitate the underwritingallocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act). (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty (30) 90 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 90 days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or; (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below; or (iv) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction. A registration statement shall not be counted as a registration under this Section 1.2(i) if the Company includes any shares in such registration (in which case it shall be treated as a registration pursuant to Section 1.3 below); and (ii) until such time as the registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration, other than as a result of information concerning the business or financial condition of the Company which was made known to the Initiating Holders after the date on which such registration was requested, and elect not to pay the registration expenses therefor pursuant to Section 1.7) and the Holders requesting to be included in such registration statement are able to sell at least 50% of the total number or Registered Securities requested to be included in such registration statement.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 the five-year anniversary of the date hereof or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0007,500,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b)Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered registered, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company, within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5, subject to the limitations of subsection 1.2(b). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding Not withstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations requested by the Holders of Registrable Securities pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of at least thirty percent (30%) of the Registrable Securities 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 then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)10,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection Subsection 1.2(b), use its best efforts to effect as soon as practicable practicable, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty fifteen (2015) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection Subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(eSubsection 1.5(e)) enter into an underwriting agreement in with customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersterms and conditions. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting and, provided, further, however, that the number of shares of Registrable Securities issued or issuable upon conversion of the Preferred Stock shall not be reduced unless all other Registrable Securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board of Directors”), it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During After the period starting with the date thirty Company has effected two (302) days prior registrations pursuant to the Company's good faith estimate of the date of filing of, this Section 1.2 and ending on a date such registrations have been declared or ordered effective; (ii) Within one hundred eighty (180) days after the effective date of, of a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) November 30, 2001 three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Initial Offering, a written request from the Holders of forty percent (40%) or more of the Registrable Securities outstanding (for purposes of this Section 1.2, the “Initiating Holders Holders”) that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, price would exceed $7,000,00015,000,000), then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.2, use its best all commercially reasonable efforts to effect effect, as soon as practicable practicable, the registration under the Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days after of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 3.51.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the holders of a majority in interest of the Registrable Securities held by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of a majority in interest of the Registrable Securities held by Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. For any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, members, retired members, partners, retired partners and stockholders of such Holder, or the estates and family members of any such members, retired members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. For this purpose, the X. Xxxx Price Investors shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “selling Holder,” as defined in this sentence. (c) The Notwithstanding the foregoing, the Company is obligated shall not be required to effect only two (2) such registrations a registration pursuant to this Section 1.2.: (di) Notwithstanding in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected one (1) registration pursuant to this Section 1.2, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period. twelve (e) In addition, 12)-month period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other stockholder during such one hundred twenty (120) day period (other than a registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date one hundred eighty (180) days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereofa corporate reorganization or transaction under Rule 145 of the Act, provided a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effective; or (ii) If covering the Initiating Holders propose to dispose sale of shares the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of Registrable Securities debt securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 beloware also being registered).

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30May 19, 2001 2020 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)10 million, then the Company shall, within ten (10) 10 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which that the Holders request to be registered within twenty (20) 20 business days after of the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting by Investors (or their assignees) shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected three (3) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty (30) 60 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 90 days after the effective date of, a registration subject to Section 1.3 hereofunless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below1.4.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30September 27, 2001 2000, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0007,500,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders; and (ii) effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Act of all Registrable Securities that the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive receive, at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Initial Offering, a written request from either (i) the Investors holding fifty percent (50%) or more of the Registrable Securities then outstanding held by Investors or (ii) Common Holders holding fifty percent (50%) or more of the Registrable Securities then outstanding held by Common Holders (in either case, the "Initiating Holders Holders"), that the Company file a registration statement under the Act covering the registration of at least twenty thirty percent (2030%) of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $7,000,000)5,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.2, use its best bests efforts to effect effect, as soon as practicable practicable, and in any even within 120 days of the receipt of such request, the registration under the Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days after of the mailing of such the Company's notice by the Company in accordance with pursuant to this Section 3.51.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). Any Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded withdrawn from the underwritingregistration. (c) The Company is obligated shall not be required to effect only a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) such registrations pursuant to this Section 1.2., and such registrations have been declared or ordered effective; or (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), ) a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)10,000,000, then the Company shall, within ten (10) 10 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best commercially reasonable efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days after of the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During after the Company has effected 2 registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date thirty (30) 60 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 60 days after the effective date of, a registration subject to Section 1.3 hereofunless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that the Company shall deliver to the Holders within 30 days of any registration request hereunder written notice that this Section 1.2(d)(ii) applies to such registration request; or (iiiii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below1.4.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30the third anniversary of the Effective Date of this Agreement, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) more than 5% of the Registrable Securities then outstanding (or a lesser percent if provided the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)5,000,000) that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) 20 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best commercially reasonable efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5registered. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority 60% in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority 60% in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective (a registration will count for this purpose only if (i) all Registrable Securities requested to be registered are registered and (ii) it is closed, or withdrawn at the request of the Investors (other than as a result of a material adverse change to the Company)); (ii) During the period starting with commencing on the effective date thirty (30) days prior to of the registration statement for the initial public offering of the Company's good faith estimate of the date of filing of, ’s securities and ending on a date one hundred eighty (180) 180 days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause of such registration statement to become effectiveregistration; or (iiiii) If the Company delivers notice to the Holders within 30 days of the Company’s receipt of the Initiating Holders propose Holders’ registration request declaring the Company’s intention to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to file within 60 days a request made pursuant to Section 1.12 belowregistration statement for the Company’s initial public offering.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30August 25, 2001 2000 or (ii) six twelve (612) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from either (x) the Initiating Holders of a majority of the Registrable Securities then outstanding or (y) in the case of a request made after a registration requested pursuant to this Section 1.2 has already been declared effective or such registration has been terminated and the foregoing demand right has been forfeited pursuant to Section 1.6, the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated and having an aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)7,500,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders; and (ii) effect as soon as practicable, and in any event within one hundred twenty (120) days of the receipt of such request, the registration under the Act of all Registrable Securities that the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofelecting to include shares in the offering, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.Securities

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 301, 2001 2016, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from one or more Holders of a majority of the Initiating Holders Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an aggregate offering price of at least twenty percent Ten Million Dollars (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,00010,000,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect file a registration statement under the Securities Act as soon as practicable practicable, and in any event within sixty (60) days of the registration under the Act receipt of such request, of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the holders of a majority in interest of the Registrable Securities held by the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the holders of a majority in interest of the Registrable Securities held by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month twelve (12)-month period; and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty ninety (3090) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty ninety (18090) days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the Qualified IPO, in which case, ending on a date one hundred eighty (180) days after the effective date of such registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30the 5th anniversary of the Initial Closing (as such term is defined in the Purchase Agreement), 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders holding more than 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)10,000,000, then the Company shall, within ten (10) 10 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days after of the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under SEC Rule 145, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During after the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date thirty (30) 90 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 180 days after the effective date of, a registration subject to Section 1.3 hereofunless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below1.4.

Request for Registration. (a) If Subject to the conditions of this Section 1.3, if the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders (for purposes of this Section 1.3, the “Initiating Holders Holders”) holding forty percent percent (40%) or more of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty Registrable Securities with an aggregate offering price to the public that is reasonably expected to exceed $25,000,000 in the aggregate or (ii) holding seventy-five percent (2075%) or more of the Registrable Securities then outstanding (or that the Company file a lesser percent if registration statement under the anticipated Act covering the registration of Registrable Securities with an aggregate offering price, net of underwriting discounts and commissions, would price to the public that is reasonably expected to exceed $7,000,000)20,000,000 in the aggregate, then the Company shall, within ten five (105) days after of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.3, use its all reasonable best efforts to effect effect, as soon as practicable practicable, the registration under the Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty ten (2010) days after Business Days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 3.51.3(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.21.3, and the Company shall include such information in the written notice referred to in subsection 1.2(aSection 1.3(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.21.3, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of holding Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders holding such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned held by each Holder; provided, however, that the number of shares of Registrable Securities to Holders be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to this Section 1.21.3: (i) During after the period starting with Company has effected three (3) registrations pursuant to this Section 1.3, and such registrations have been declared or ordered effective; (ii) if the date thirty (30) days Registration Statement would become effective prior to the Company's good faith estimate of first date Registrable Securities may be sold by any OnCore Holder under the date of filing of, and ending on a date one hundred eighty Lock-Up Agreement; (180iii) if the Registration Statement would be filed less than ninety (90) days after the effective date of, pricing of an Underwritten Shelf Takedown or a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectivePiggy-Back Underwritten Offering; or (iiiv) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately are registered on Form S-3 pursuant to a request made pursuant to Section 1.12 belowthe Resale Registration Statement and such Resale Registration Statement is effective and available for such proposed offering by the Holders.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30April 1, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)2001, a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty forty percent (2040%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0003,000,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwrittenunderwriter, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty (30) 30 days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty eight (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30February 12, 2001 2001, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least thirty-five percent (35%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if outstanding, the anticipated aggregate offering price, net price of underwriting discounts and commissions, which would exceed $7,000,000)10,000,000, then the Company shall, : (i) within ten (10) days after of the receipt delivery thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), Holders; and (ii) use its best efforts to effect as soon as practicable practicable, and in any event within ninety (90) days of the delivery of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.2(b), within twenty (20) days after of the mailing delivery of such notice by the Company in accordance with Section 3.5Company. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a the majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretothereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt delivery of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During after the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date thirty ninety (3090) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of of: (i) November 30December 10, 2001 2000 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or that the Company file a lesser percent if registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price, net before deduction of underwriting discounts and commissions, would exceed of $7,000,000)10,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered -------------------- by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of -------- ------- Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this -------- ------- right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan plan) or a SEC Rule 145 transaction)(ii) March 1, 2001, a written request from the Initiating Holders of at least thirty-three and one-third percent (33 1/3%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the for an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed not less than $7,000,000)20,000,000, then the Company shall, within ten (10) days after the receipt thereof, shall promptly give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b)) below, effect as soon as practicable, and in any event shall use its best efforts to effect as soon as practicable within sixty (60) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.53.5 hereof. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)) above. The underwriter will be selected by a majority in interest of the Initiating Holders Company and shall be reasonably acceptable to the Companyholders of a majority of the Registrable Securities held by the Initiating Holders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) hereof) enter into an underwriting agreement in customary form with the underwriter or underwriters selected approved for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If as a result of the limitation imposed by the underwriters pursuant to this Section 1.2(b), the Initiating Holders are only permitted to sell 50% or less of the Registrable Securities requested to be sold, then the Initiating Holders shall be entitled to an additional demand registration pursuant to Section 1.2(c). (c) The Subject to Section 1.6 hereof, the Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2, so long as such registrations have been ordered effective by the SEC. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company Company's President stating that in the good faith judgment of the Company's Board of Directors of (the Company"Board"), it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may shall not utilize this right more than once in any twelve-month twelve (12)-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30three (3) years after the date of this Agreement, 2001 or (ii) six (6) months after the effective date of the first registration statement for a firm commitment underwritten public offering of securities the Company’s Common Stock, a written request from the Holders of at least 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock stock. option, stock purchase or similar plan or a an SEC Rule 145 transaction)) having an aggregate offering price of not less than $15,000,000 (provided, a written however, that if this request from is received prior to the Initiating Holders time that the Company file a Company’s first registration statement under the Act covering the registration of at least twenty percent (20%) for a firm commitment underwritten public offering of the Registrable Securities then outstanding (or a lesser percent if Company’s securities has been declared effective, the anticipated minimum aggregate offering price, net of underwriting discounts and commissions, would exceed price shall be not less than $7,000,00020,000,000), then the Company shall, : (i) within ten (10) 20 days after of the receipt thereof, give written notice of such request to all Holders; and (ii) effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b2.2(b), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 2.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his or her Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed to by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.5(e)) enter into an underwriting agreement in customary form Form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, 2.2 a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential in the best interests of the Company to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders90 days; provided, however, that the Company may not utilize this right more than once twice in any twelve12-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22.2: (i) During after the Company has effected two registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date thirty (30) 90 days prior to the Company's Board’s good faith estimate of the filing date of a registration statement subject to Section 2.3 hereof (provided that notice of such estimated filing of, date is given to the Initiating Holders within 30 days of their request for registration) and ending on a the date one hundred eighty (180) 180 days after the effective date of, of the first registration statement for a firm commitment underwritten public offering of the Company’s Common Stock or the date 90 days after the effective date of any other registration statement subject to Section 1.3 2.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 2.4 below. (e) The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Section 2.2 (excluding underwriters’ or brokers’ discounts and commissions) including, without limitation, all filing, federal and “blue sky” registration and qualification fees, printers’ and accounting fees, the fees and expenses of counsel for the Company, and the reasonable fees and disbursements (in an amount not to exceed 20,000) of one counsel for the selling Holder or Holders; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2.2 if the registration request is subsequently withdrawn at the request of the Holders of at least 50% of the Registrable Securities to be registered unless the registration is withdrawn because the Company disclosed information that is materially adverse to the Company or its stock price, in which case the Company will be required to pay such expenses.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30February 10, 2001 2004, or (ii) six twelve (612) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering for a public offering in which the registration of at least twenty percent (20%) of aggregate proceeds from the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)10,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders Holders; and (ii) effect as soon as practicable, and shall, subject to the limitations of subsection 1.2(b), in any event shall use its best efforts to effect as soon as practicable within 120 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.53.5 below. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.a

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November January 30, 2001 2000, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)10,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect Holders; and (ii) file as soon as practicable practicable, and in any event within 120 days of the receipt of such request, a registration statement under the Act relating to the sale of all Registrable Securities which the Holders request to be registered within twenty (20) days after registered, subject to the mailing limitations of such notice by the Company in accordance with Section 3.5subsection 1.2(b). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 180 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected one registration pursuant to this Section 1.2 and such registration has been declared or ordered effective; (ii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30March 4, 2001 2003, or (ii) six twelve (612) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering for a public offering in which the registration of at least twenty percent (20%) of aggregate proceeds from the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)10,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders Holders; and (ii) effect as soon as practicable, and shall, subject to the limitations of subsection 1.2(b), in any event shall use its best efforts to effect as soon as practicable within 120 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.53.5 below. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.All

Request for Registration. (a) If the Company shall receive receives at any time after the earlier of (i) November 30January 1, 2001 1998, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company in which the aggregate price paid by the public is at least $20,000,000 (other than a registration statement relating either to either the sale of securities to employees employees, directors or consultants of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (the "IPO"), a written request from the Initiating Holders a Holder(s) that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the such Holder's or Holders' Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)outstanding, then the Company shallwill, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shallwill, subject to the limitations set forth below, of subsection 1.2(b)SUBSECTION 2(b) and of SECTION 5, effect as soon as practicable, and in any event shall use its best efforts to effect as soon as practicable within sixty (60) days of the receipt of such request, a registration statement under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5Company. Notwithstanding the foregoing, the Company's obligation to effect the requested registration shall be conditioned upon the anticipated aggregate offering price of the Registrable Securities equaling or exceeding $20,000,000. (b) If the Initiating Holders initiating the registration request pursuant to this Agreement ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall will so advise the Company as a part of their request made pursuant to this Section 1.2, SECTION 2 and the Company shall will include such information in the written notice referred to in subsection 1.2(aSUBSECTION 2(a). The underwriter will be selected by the Company with prior consultation with the Initiating Holders and will be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall will be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinin this Agreement. All Holders proposing to distribute their securities through such underwriting shall will (together with the Company as provided in subsection 1.4(eSUBSECTION 6(a)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersCompany. Notwithstanding any other provision of this Section 1.2SECTION 2, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall Company or its representative, as the case may be, will so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoto this Agreement, and the number of shares of Registrable Securities that may be included in the underwriting shall will be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall will not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of (x) at least 30% of the Registrable Securities then outstanding or (y) at least 25% of the Registrable Securities issued upon conversion of the Series C Preferred Stock or any securities issued upon conversion of the Series C Preferred Stock that the Company file a registration statement under the 1933 Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated for an aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)7,500,000, then the Company shall, : (i) within ten (10) days after the Company's receipt thereof, give written notice of such request to all Holders Holders; and (ii) effect as soon as practicable, and shallin any event within 60 days of the receipt of such request, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable the registration under the 1933 Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such the notice required by the Company in accordance with Section 3.5subsection 1.2(a)(i). (b) If the Initiating Holders initiating the registration request hereunder ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the priority of securities to be included in any registration effected in accordance with Section 1.2 shall be (i) first, the securities the Initiating Holders shall so advise all Holders propose to sell on a pro rata basis, based upon the number of Registrable Securities which would otherwise be underwritten pursuant heretosuch Holders desire to include in such registration, and (ii) second, Registrable Securities (other than Excluded Shares) held by the Holders other than the Initiating Holders on a pro rata basis, based upon the number of shares of Registrable Securities that may such Holders desire to include in such registration and (iii) third, other securities, if any are requested to be included in the underwriting shall be allocated among all Holders thereofsuch registration, including Excluded Shares. In the event the Initiating Holders, in proportion (as nearly as practicable) Holders are unable to include at least 50% of the amount of Registrable Securities requested by them to be included in a registration, such registration will not count as a registration for purposes of the Company owned by each HolderSection 1.2(d); provided, however, that the number of shares of Registrable Securities to be included in such underwriting -------- ------- foregoing shall not be reduced unless all other applicable in the event the Initiating Holders nonetheless sell securities are first entirely excluded from the underwritingwith an aggregate value of at least $7.5 million. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of Company (or, in connection with an underwritten offering, a certificate signed by the Company and its underwriters) stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company -------- ------- may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any : (i) Any registration pursuant to clause 1.2(a)(x) after the Company has effected a total of two registrations pursuant thereto; (ii) Any registration pursuant to clause 1.2(a)(y) after the Company has effected a total of two registrations pursuant thereto; and (iii) Any registration pursuant to this Section 1.2: (i) During 1.2 during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If provided that the Initiating Holders propose Company must file such registration statement within 60 days of the estimated filing date or the Company's ability to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 delay such registration pursuant to a request made pursuant to Section 1.12 belowthis clause shall not apply.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)this agreement, a written request from the Initiating Holders of forty-nine percent (49%) or greater of the Registrable Securities then outstanding that the Company file a registration statement under the 1933 Act covering the registration of at least twenty percent (20%) any part of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)outstanding, then the Company shall, : (i) within ten (10) calendar days after of the receipt thereof, ; give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), Holders; and (ii) use its best efforts to effect as soon as practicable practicable, and in any event within sixty (60) calendar days of the receipt of such request, the filing of a registration statement under the 1933 Act of covering all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 6.2(b), within twenty two hundred ten (20210) business days after of the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 6.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(asub section 6.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e6.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.26.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty sixty (12060) calendar days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.26.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that After the Company is actively employing in good faith all reasonable efforts has effected one registration pursuant to cause this Section 6.2 and such registration statement to become has been declared or ordered effective; or (ii) If After the Initiating Holders propose First Closing Date, if the Company has filed and had declared effective a registration statement with respect to dispose the exercise of shares the Warrants and the sale of all of the Registrable Securities that may and has kept such registration statement effective until the later of: (A) December 31, 2006, or (B) two hundred ten (210) calendar days after the effective date of such registration statement. Notwithstanding the foregoing, the above period for maintenance of effectiveness of the 210-day period set forth in subsection 6.2(d)(ii)(B) above shall be immediately registered on Form S-3 pursuant extended for a period of time equal to the period a Holder refrains from selling any securities included in such registration at the request made pursuant to Section 1.12 belowof an underwriter of Common Stock (or other securities) of the Company.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30April 24, 2001 2013, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Qualified IPO, a written request from the Holders of at least 25% of the Registrable Securities then outstanding (the "Initiating Holders Holders") that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $7,000,000)10,000,000, then the Company shall, within ten (10) 20 days after the receipt thereofreceiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts cause to effect as soon as practicable the registration be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 20 days after the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall whose Registrable Securities are to be reasonably acceptable to included in the Companyunderwriting. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0005,000,000), then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b)) below, effect as soon as practicable, and in any event shall use its reasonable best efforts to effect as soon as practicable within sixty (60) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.52.5 hereof. (b) If the Initiating Holders initiating the registration request hereunder ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their the request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)) above. The underwriter will be selected by the Company's Board of Directors (the "BOARD") and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)1.5(e) hereof) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including to the Initiating Holders, Registrable Securities in proportion (as nearly as practicable) to the amount of such Registrable Securities of the Company then outstanding owned by each Holder, including the Initiating Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingunderwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once twice in any twelve-twelve (12) month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During after the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; or (ii) during the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided, provided however, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive receive, at any time after the earlier of (i) November 30May 31, 2001 or 2010, and (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Company, a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or that the Company file a lesser percent if registration statement under the Act covering the registration of Registrable Securities pursuant to which the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)10,000,000, then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection subsections 1.2(b), (c) and (d), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty thirty (2030) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders (based on Registrable Securities requested to be included) and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Holders, based on Registrable Securities requested to be included, and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; provided, however, that if a registration has become effective and is subsequently withdrawn from effectiveness at the request of at least a majority in interest of the Initiating Holders prior to the sale of any Registrable Securities under such registration because such Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to such Holders at the time the registration became effective and such Holders have requested the withdrawal of the registration’s effectiveness with reasonable promptness following disclosure by the Company of such material adverse change, then such registration shall not count as an effected registration for purposes of the two (2) registration limit referenced at the beginning of this sentence. (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If at any time after 1 the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of at least a majority of the Registrable Common Securities then outstanding or the holders of at least a majority of the Registrable Preferred Securities then outstanding (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) 10% of the Registrable Common Securities then outstanding (outstanding, as the case may be, or Registrable Preferred Securities then outstanding, or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)5.0 million, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), Holders; and (ii) use its best commercially reasonable efforts to effect as soon as practicable promptly, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after registered, subject to the mailing limitations of such notice subsection 1.2(b), in a written request received by the Company in accordance with within fifteen (15) days of the making of the notice pursuant to Section 3.51.2(a)(i). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter or underwriters will be selected by the Company, subject to the approval of a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting 1 Insert date that is 90 days after the closing of the Merger. shall (together with the Company as provided in subsection 1.4(e1.5(i)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderHolder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer Company’s chief executive officer or the chairman of the board of directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of Board, as evidenced by a resolution by the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve month period; provided further, that this right is cumulative to the right under Section 1.4(b)(iii) such that the Company may only defer the filing of a registration statement under Section 1.2(c) or Section 1.4(b)(iii) once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During After the Company has effected five (5) registrations pursuant to this Section 1.2 and such registration statements have been declared or ordered effective and have remained effective for a period starting with of at least 180 days; provided, that if such request pursuant to this Section 1.2 is subsequently withdrawn by the date thirty requester in writing, it shall not be counted against the limitation of requests set forth in this Section 1.2(d)(i); (30ii) days prior If the Company has effected a registration pursuant to this Section 1.2 within the Company's good faith estimate of the date of filing ofpreceding six (6) months, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become has been declared or ordered effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30April 20, 2001 2002, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock optionon Form X-0, stock purchase X-0 or similar plan or a SEC Rule 145 transactionany successor thereto), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty forty percent (2040%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,00010,000,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty fifteen (2015) days after of the mailing of such notice by the Company in accordance with Section 3.53.3. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered ------------------ by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, -------- ------- that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this -------- ------- right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of 180 days following (i) November 30, 2001 the effective date of an IPO or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating including its successors or assigns) first becoming subject to either the sale periodic reporting requirements of securities to employees Section 12(g) or 15(d) of the Company pursuant to a stock optionExchange Act, stock purchase or similar plan or a SEC Rule 145 transaction)whichever comes first, a written request from the Initiating Holders Investor that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)stock, then the Company shall: (i) as soon as practicable, and in any event within ten (10) 75 days after of the receipt thereof, give written notice of such request request, file a registration statement under the Securities Act covering all Registrable Securities which the Investor requests to all Holders and shallbe registered, subject to the limitations of subsection 1.2(b2.1(b), ; and (ii) use its reasonable best efforts to effect cause such registration statement to be declared effective by the SEC as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5practicable. (b) If the Initiating Holders intend Investor intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 1.2, subsection 2.1(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.1(a). The underwriter will be selected by a majority in interest the Investor subject only to the reasonable approval of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder the Investor to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's the Investor’s participation in such underwriting and the inclusion of such Holder's its Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders The Investor , if proposing to distribute their its securities through such underwriting underwriting, shall (together with the Company as provided in subsection 1.4(e2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders Investor in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may held by the Investor to be included in the such underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holderreduced; provided, however, that the number of shares of Registrable Securities held by the Investor to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is shall not be obligated to effect only effect, or to take any action to effect, any registration (i) pursuant to this Section 2.1: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.22.1 and such registrations have been declared or ordered effective; or (C) If the Investor proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below, or (ii) pursuant to any other provision of this Agreement, in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, the Investor a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating HoldersInvestor; provided, however, that the Company may not utilize this right more than once in any twelve-month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (e) In addition, the Company A registration statement shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause counted until such time as such registration statement has been declared effective by the SEC (unless the Investor withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to become effective; or (iithe Investor after the date on which such registration was requested) If and elect not to pay the Initiating Holders propose registration expenses therefor pursuant to dispose Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that may the Investor has requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 belowincluded in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company and after the Company qualifies for registering securities on a Form S-3 (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least (i) sixty-seven percent (67%) of the Registrable Securities then outstanding or (ii) a majority in interest of the Class C Preferred Stock, that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000), held by such Holders then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders Holders; and (ii) file such registration within 30 days of the mailing of such notice by the Company in accordance hereof and shall, subject cause such registration to the limitations of subsection 1.2(b), use its best efforts to effect be effective as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after registered, subject to the mailing limitations of such notice by the Company in accordance with Section 3.5subsection 1.2(b). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities issued or issuable upon conversion of the Class A Preferred Stock, the Class B Preferred Stock and the Class C Preferred Stock of the Company to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated may include in a registration requested under Section 1.2(a) any additional authorized shares of the Common Stock of the Company, whether or not issued, for sale by the Company; provided, however, that such shares shall not be included to effect only two (2) the extent that the Holders of a majority of the shares of Registrable Securities held by the Investors included therein determine in good faith that the inclusion of such registrations shares will interfere with the successful marketing of the shares of Registrable Securities to be included therein; and provided, further, that if the number of shares to be so included equals or exceeds the number of shares of Registrable Securities included therein by the holders of Registrable Securities, such registration shall be deemed to be a registration pursuant to this Section 1.21.3 hereof. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.21.2 or Section 1.12, a certificate of the Company signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for filing of such registration statement would (A) interfere with or affect the negotiation or completion of any material transaction that is being contemplated by the Company or (B) involve initial or continuing disclosure obligations materially adverse to be filed the best interests of the Company's shareholders, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and the time periods referred to in this Section 1.2 or Section 1.12 shall be extended for an additional number of business days during which the rights to sell shares were suspended. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that After the Company is actively employing in good faith all reasonable efforts has effected two registrations pursuant to cause this Section 1.2 and such registration statement to become registrations have been declared or ordered effective; or (ii) If During the Initiating Holders propose period ending on a date six (6) months after the effective date of a registration subject to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 belowSections 1.2 or 1.3 hereof.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) 50% of the Registrable Securities then outstanding (as such number may be appropriately adjusted for stock splits, combinations, and the like) or a such lesser percent if amount of shares as shall constitute all of the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)Registrable Securities then outstanding, then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best all reasonable commercial efforts to effect as soon as practicable the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered within twenty (20) 20 days after of the mailing of such notice by the Company in accordance with Section 3.52.2. The Parties acknowledge that the rights of the holders under Section 1.3 of that certain Registration Rights agreement dated March 2, 1999 by and between the Company and Xerox Corporation shall be applicable to a registration effected pursuant to this Section 1.2. (b) If the Holders of Registrable Securities initiating the registration request pursuant to subsection 1.2(a) ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will or underwriters shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any such Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30January , 2001 2012 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities 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 then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)5,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.53.4. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, Holders in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of three (i) November 30, 2001 or (ii) six (63) months after following the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)) with a per share price of $7.50 and an aggregate offering price of at least $15,000,000, a written request from the Initiating Holders of forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty forty percent (2040%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)outstanding, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such a notice by the Company in accordance with Section 3.5, subject to the limitations of subsection 1.2(b). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered ------------------- by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofthat propose to include their Registrable Securities in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveeffective and provided that the Company may not invoke the deferral provisions of this Section 1.2(d)(ii) more than once in any twelve-month period; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 5 years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders who hold in excess of thirty percent (30%) of the Registrable Securities 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 then outstanding (or a lesser percent if the with an anticipated aggregate offering price, price (net of underwriting discounts and commissions, would exceed ) of at least Ten Million Dollars ($7,000,00010,000,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect Holders; (ii) as soon as practicable practicable, and in any event within sixty (60) days of the receipt of such request, file a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 2.1(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.56.5; and (iii) use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 2.1 (a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.1(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company is shall not be obligated to effect only effect, or to take any action to effect, any registration (i) pursuant to this Section 2.1: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (ii) After the Company has effected two (2) such registrations pursuant to this Section 1.22.1 and such registrations have been declared or ordered effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11, below; or (iv) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act, or (ii) pursuant to any other provision of this Agreement: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential necessary to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company . A registration statement shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause counted until such time as such registration statement to become effective; or has been declared effective by the SEC (ii) If unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than seventy-five percent (75%) of the total number of Registrable Securities that may Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 belowincluded in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 three years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders Requisite Investors that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)5,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect Holders; (ii) as soon as practicable practicable, and in any event within 60 days of the receipt of such request, file a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty registered, subject to the limitations of subsection 2.1(b); and (20iii) days after the mailing of use its best efforts to cause such notice registration statement to be declared effective by the Company in accordance with Section 3.5SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 2.1(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable Holders, subject to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each Holder; provided, however, that (i) the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting and (ii) the number of shares of Registrable Securities held by the Investors to be included in such underwriting shall not be reduced unless all Registrable Securities held by Maven are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration registration (i) pursuant to this Section 1.22.1: (iA) During In any particular jurisdiction in which the period starting with the date thirty (30) days prior Company would be required to the Company's good faith estimate execute a general consent to service of the date of filing ofprocess in effecting such registration, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that unless the Company is actively employing already subject to service in good faith all reasonable efforts to cause such registration statement to become effective; orjurisdiction and except as may be required under the Securities Act; (iiB) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (C) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 2.11 below; or (D) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act, or (ii) pursuant to any other provision of this Agreement: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (B) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right (or any similar right granted to the Company pursuant to Section 2.11(b)) more than twice in any twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (e) For purposes of Section 2.1(c)(i), a registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30December 31, 2001 1999 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request, given in accordance with Section 2.5 hereof, from either Friedmans or Teachers (provided that each of such persons shall be entitled to only one such request from the Initiating Holders on its own) that the Company file a registration statement under the Act covering the registration of at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (or a any lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0007,500,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice notice, in accordance with Section 2.5 hereof, of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.52.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be a reputable nationally or regionally recognized firm selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30March 3, 2001 2002, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the with anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed in excess of $7,000,000)10,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 2.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.54.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 2.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofthereof that have requested such registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22.2: (i) After the Company has effected two registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.one

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30the third anniversary of the date of this Agreement, 2001 or (ii) six (6) months after following the effective date of the first registration statement for a initial public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Company’s securities, a written request from the Initiating Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) 50% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,00010,000,000), then the Company shall, within ten (10) 10 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days after of the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty (30) 60 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 180 days after the effective date of, of a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of three (i) November 30, 2001 or (ii) six (63) months after the effective date 90 days after the closing of the first registration statement for reverse merger into a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)shell, a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty forty percent (2040%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable practicable, and in any event within 150 days of the receipt of such request, effect the registration under the Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 6.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.57.5. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 6.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a6.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e6.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.26.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities securities, including Company securities, are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.26.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.26.2: (i) After the Company has effected one registration pursuant to this Section 6.2 and such registrations has been declared or ordered effective; (ii) During the period starting with the date thirty (30) -60 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 6.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 6.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 four years from the date hereof; or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) 35% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)outstanding, then the Company shall, within ten (10) 10 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b2.2(b), use its best efforts to effect file as soon as practicable practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days after of the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 2.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting; and provided further, however, that in no event shall the amount of securities of the selling Holders included in the offering be reduced below 35% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling security holders may be entirely excluded. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22.2: (i) After the Company has effected two registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty (30) 90 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 90 days after the effective date of, a registration subject to Section 1.3 2.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 2.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 2.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30September 26, 2001 2001, or (ii) six three (63) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) that number of the Registrable Securities then outstanding (or a lesser percent if the that would result in an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $7,000,000)7,500,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable and as expeditiously as reasonably possible, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after registered, subject to the mailing limitations of such notice by the Company in accordance with Section 3.5subsection 1.2(b). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.such

Request for Registration. (a) If the Company shall receive at any time On and after the earlier of (i) November 30the date which is six months after the date the registration statement filed by the Company covering a Qualified Public Offering shall have become effective, 2001 or and (ii) six (6) months after December 31, 1999 if a Qualified Public Offering shall not have been completed on or prior to such date, the effective date Stockholders of at least 25% of the first registration statement for a public offering of securities Registrable Stock issued or issuable upon conversion of the Company 8% Preferred Stock (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), " Initiating Holders") may request in a written request from the Initiating Holders notice that the Company file a registration statement under the 1933 Act covering (or a similar document pursuant to any other statute then in effect corresponding to the 1933 Xxx) xxvering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice, provided that there must be included in such registration at least twenty percent (20%) 25% of the Registrable Securities then outstanding Stock issued or issuable upon conversion of the 8% Preferred Stock (or a any lesser percent percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, proceeds would exceed $7,000,000100 million), then . Following receipt of any notice under this Section 4.01(a) the Company shall, shall (x) within ten (10) 20 days after the receipt thereof, give written notice notify all other Stockholders of such request to all Holders in writing and shall, subject to the limitations of subsection 1.2(b), (y) use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request cause to be registered under the 1933 Act all Registrable Stock that the Initiating Holders and such other Stockholders have, within twenty (20) ten days after the mailing Company has given such notice, requested be registered in accordance with the manner of disposition specified in such notice by the Company in accordance with Section 3.5Initiating Holders. (b) If the Initiating Holders intend to distribute have the Registrable Securities covered by their request Stock distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest clause (x) of the Initiating Holders and shall be reasonably acceptable to the CompanySection 4.01(a) above. In such event, the right of any Holder Stockholder to include such Holder's its Registrable Securities Stock in such registration shall be conditioned upon such HolderStockholder's participation in such underwriting underwritten offering and the inclusion of such HolderStockholder's Registrable Securities Stock in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such HolderStockholder) to the extent provided hereinbelow. All Holders Stockholders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority in interest of the Initiating HoldersHolders and shall be approved by the Company, which approval shall not be unreasonably withheld. Notwithstanding If any other provision Stockholder of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation Registrable Stock disapproves of the number terms of shares the underwriting, such Stockholder may elect to be underwrittenwithdraw all its Registrable Stock by written notice to the Company, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, managing underwriter and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to . The securities so withdrawn shall also be included in such underwriting shall not be reduced unless all other securities are first entirely excluded withdrawn from the underwriting.registration. 10 (c) The Company is obligated Notwithstanding any provision of this Agreement to effect only two (2) such registrations pursuant to this Section 1.2.the contrary, (di) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to this Section 1.2: (i) During 4.01 during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing by the Company of, and ending on a date one hundred eighty (180) 120 days after following the effective date of, a registration subject statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement which the Stockholder have been entitled to join pursuant to Section 1.3 hereof4.02; provided, provided that the Company is shall actively employing employ in good faith all reasonable efforts to cause such registration statement to become effectiveeffective as soon as possible; orand (ii) If if the Initiating Holders propose Company shall furnish to dispose such Stockholders a certificate signed by the President of shares the Company stating that in the good faith opinion of the board of directors of the Company such registration would interfere with any material transaction then being pursued by the Company, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 120 days. (d) The Company shall not be obligated to effect and pay for more than one registration pursuant to this Section 4.01 prior to the completion of a Qualified Public Offering and three registrations pursuant to this Section 4.01 after the completion of a Qualified Public Offering; provided that a registration requested pursuant to this Section 4.01 shall not be deemed to have been effected for purposes of this Section 4.01(d) unless (i) it has been declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 4.03(a), (iii) Stockholders of Registrable Securities Stock included in such registration have not withdrawn sufficient shares from such registration such that may be immediately registered on Form S-3 the remaining holders requesting registration would not have been able to request registration under the provisions of Section 4 and (iv) the offering of Registrable Stock pursuant to a request made pursuant such registration is not subject to Section 1.12 belowany stop order, injunction or other order or requirement of the Commission (other than any such stop order, injunction, or other requirement of the Commission prompted by any act or omission of Stockholders of Registrable Stock).

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0005,000,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect effect, as soon as practicable and in any event within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable ------------------ Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(al.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount amount-of Registrable Securities of the Company owned by each Holder; provided, however, -------- ------- that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this -------- ------- right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time On and after the earlier of (i) November 30the date which is six months after the date the registration statement filed by the Company covering a Qualified Public Offering shall have become effective, 2001 or and (ii) six (6) months after December 31, 1999 if a Qualified Public Offering shall not have been completed on or prior to such date, the effective date Stockholders of at least 25% of the first registration statement for a public offering of securities Registrable Stock issued or issuable upon conversion of the Company 8% Preferred Stock (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), "Initiating Holders") may request in a written request from the Initiating Holders notice that the Company file a registration statement under the 1933 Act (or a similar document pursuant to any other statute then in effect corresponding to the 1000 Xxx) covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice, provided that there must be included in such registration at least twenty percent (20%) 25% of the Registrable Securities then outstanding Stock issued or issuable upon conversion of the 8% Preferred Stock (or a any lesser percent percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, proceeds would exceed $7,000,000100 million), then . Following receipt of any notice under this Section 4.01(a) the Company shall, shall (x) within ten (10) 20 days after the receipt thereof, give written notice notify all other Stockholders of such request to all Holders in writing and shall, subject to the limitations of subsection 1.2(b), (y) use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request cause to be registered under the 1933 Act all Registrable Stock that the Initiating Holders and such other Stockholders have, within twenty (20) ten days after the mailing Company has given such notice, requested be registered in accordance with the manner of disposition specified in such notice by the Company in accordance with Section 3.5Initiating Holders. (b) If the Initiating Holders intend to distribute have the Registrable Securities covered by their request Stock distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest clause (x) of the Initiating Holders and shall be reasonably acceptable to the CompanySection 4.01(a) above. In such event, the right of any Holder Stockholder to include such Holder's its Registrable Securities Stock in such registration shall be conditioned upon such HolderStockholder's participation in such underwriting underwritten offering and the inclusion of such HolderStockholder's Registrable Securities Stock in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such HolderStockholder) to the extent provided hereinbelow. All Holders Stockholders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority in interest of the Initiating HoldersHolders and shall be approved by the Company, which approval shall not be unreasonably withheld. Notwithstanding If any other provision Stockholder of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation Registrable Stock disapproves of the number terms of shares the underwriting, such Stockholder may elect to be underwrittenwithdraw all its Registrable Stock by written notice to the Company, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, managing underwriter and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to . The securities so withdrawn shall also be included in such underwriting shall not be reduced unless all other securities are first entirely excluded withdrawn from the underwritingregistration. (c) The Company is obligated Notwithstanding any provision of this Agreement to effect only two (2) such registrations pursuant to this Section 1.2.the contrary, (di) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to this Section 1.2: (i) During 4.01 during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing by the Company of, and ending on a date one hundred eighty (180) 120 days after following the effective date of, a registration subject statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement which the Stockholder have been entitled to join pursuant to Section 1.3 hereof4.02; provided, provided that the Company is shall actively employing -------- employ in good faith all reasonable efforts to cause such registration statement to become effectiveeffective as soon as possible; orand (ii) If if the Initiating Holders propose Company shall furnish to dispose such Stockholders a certificate signed by the President of shares the Company stating that in the good faith opinion of the board of directors of the Company such registration would interfere with any material transaction then being pursued by the Company, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 120 days. (d) The Company shall not be obligated to effect and pay for more than one registration pursuant to this Section 4.01 prior to the completion of a Qualified Public Offering and three registrations pursuant to this Section 4.01 after the completion of a Qualified Public Offering; provided that a registration requested pursuant to this Section 4.01 shall not be deemed to have been effected for purposes of this Section 4.01(d) unless (i) it has been declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 4.03(a), (iii) Stockholders of Registrable Securities Stock included in such registration have not withdrawn sufficient shares from such registration such that may be immediately registered on Form S-3 the remaining holders requesting registration would not have been able to request registration under the provisions of Section 4 and (iv) the offering of Registrable Stock pursuant to a request made pursuant such registration is not subject to Section 1.12 belowany stop order, injunction or other order or requirement of the Commission (other than any such stop order, injunction, or other requirement of the Commission prompted by any act or omission of Stockholders of Registrable Stock).

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating solely to either the sale of securities to employees current or former employees, officers, advisors, consultants or directors of the Company or any subsidiary of the Company pursuant to a stock option, stock purchase or similar plan or stock option or stock awards approved by the Board of Directors of the Company or a SEC Rule 145 transactionregistration statement on Form S-4 or any similar successor form), a written request from the Initiating Holders of fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceoutstanding, net of underwriting discounts and commissions, would exceed $7,000,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice notice, in accordance with Section 3.5 hereof, of such request to all Holders Holders; and (ii) file as soon as practicable, and shallin any event within sixty (60) days of the receipt of such request, subject and to the limitations of subsection 1.2(b), use its best efforts to effect cause to become effective as soon as practicable the practicable, a registration statement under the Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) days after registered, subject to the mailing limitations of such notice by the Company in accordance with Section 3.5Subsection 1.2(b). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, Subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection Subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection Subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Notwithstanding the foregoing, if the Company notifies the Initiating Holders by a writing delivered within ten (10) days of its receipt of the written request under Section 1.2(a) that the Company desires to sell shares pursuant to such registration statement, then the Holders of Registrable Securities shall not be deemed to have used one of their registrations under this Section 1.2, and such Holders shall have the rights provided in Section 1.3 with respect to such registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During After the period starting with the date thirty Company has effected two (302) days prior registrations pursuant to the Company's good faith estimate of the date of filing ofthis Section 1.2, excluding any registrations effected on Form S-3, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become registrations have been declared or ordered effective; or; (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below; or (iii) If the Company delivers to the Initiating Holders an opinion, in form and substance acceptable to such Initiating Holders, of counsel satisfactory to the Initiating Holders that the Registrable Securities requested to be registered by the Initiating Holders may be sold or transferred pursuant to Rule 144(k) of the Act.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30August 6, 2001 or (ii) six (6) months 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $7,000,000)5,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable practicable, and in any event within 120 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.54.5. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During After the period starting with Company has effected two (2) registrations pursuant to this Section 1.2 (counting for these purposes only (i) registrations which have been declared or ordered effective and pursuant to which securities have been sold and (ii) registrations which have been withdrawn by the date thirty Holders (30) days prior to other than as a result of a material adverse change in the business or financial circumstances of the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective)); or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below; or (iii) During the period starting with the date of filing of, and ending on the date one hundred eighty (180) days after the effective date of the registration statement pertaining to the IPO, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Request for Registration. (a) If Subject to the conditions of this Section 7.2, if the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders Investor that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an expected aggregate offering price to the public of at least twenty percent $12,500,000 (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net before deduction of underwriting discounts and commissions, would exceed $7,000,000), then the Company shallshall prepare and file as soon as practicable, and in any event within ten seventy-five (1075) days after of the receipt thereof, give written notice of such request request, a registration statement under the Securities Act covering all Registrable Securities that the Investor requests to all Holders and shallbe registered, subject to the limitations of subsection 1.2(bSection 7.2(b), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Initiating Holders intend Investor intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection 1.2(a7.2(a). The underwriter will or underwriters shall be selected by a majority in interest of the Initiating Holders Company and shall be reasonably acceptable to the CompanyInvestor. In such event, the right of any Holder the Investor to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's the Investor’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Investor shall (together with the Company as provided in subsection 1.4(eSection 7.5(g)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if If the underwriter advises the Initiating Holders Investor in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is shall not be obligated to effect only two (2) such registrations effect, or to take any action to effect, any registration pursuant to this Section 1.2.7.2: (di) Notwithstanding in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (ii) after the Company has effected one (1) registration pursuant to this Section 7.2 and such registration has been declared or ordered effective (it being understood that the Investor may still have a right to request registration pursuant to Section 7.4 below); (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date that is one hundred twenty (120) days after the effective date of a Company-initiated registration subject to Section 7.3 hereof; provided that (a) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (b) the period referenced in this Section 7.2(c)(iii) may not exceed two hundred and ten (210) days, and (c) a request by the Company may only be made once; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, the Investor a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating HoldersInvestor; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) November 30, 2001 five (5) years after the date of the Purchase Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Initial Offering, a written request from the Holders of a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders Holders”) that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0007,500,000), then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.2, use its best all commercially reasonable efforts to effect effect, as soon as practicable practicable, the registration under the Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days after of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 3.51.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of 3 this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect only service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected two (2) such registrations pursuant to this Section 1.2. , and such registrations have been declared or ordered effective; (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period. (e) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other stockholder during such ninety (90) day period (other than a registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date one hundred eighty (180) days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereofa corporate reorganization or transaction under Rule 145 of the Act, provided a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effective; or (ii) If covering the Initiating Holders propose to dispose sale of shares the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of Registrable Securities debt securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 beloware also being registered).

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November before the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least thirty percent (30%) of the Registrable Securities then outstanding, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Act of Registrable Securities covering the registration of Registrable Securities with an anticipated gross offering price of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)5,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Act of all Registrable Securities which that the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5, subject to the limitations of subsection 1.2(b). (b) If the Initiating Holders initiating the registration request hereunder ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form for a large institutional investor with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; providedPROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 that have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that ; PROVIDED THAT the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30July 18, 2001 2000, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration resale of at least twenty ten percent (2010%) of the Registrable Securities then outstanding (or a lesser percent percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0005,000,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), Holders; and (ii) use its best efforts to effect as soon as practicable practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first excluded entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month twelve (12)-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30April 19, 2001 1997 or (ii) six three (63) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) 30% of the Registrable Securities then outstanding (or a lesser percent if the anticipated for aggregate offering priceproceeds, net of underwriting discounts and commissions, would exceed in excess of $7,000,000), 15,000,000 then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable practicable, and in any event within 90 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, to subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities proposed to be sold for the account of any person other than the Company are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed or the Company could not at such time comply with applicable law or regulations in connection with such filing and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30March __, 2001 2004 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan approved by the Board of Directors of the Company or a an SEC Rule 145 transactiontransaction approved by the Board of Directors of the Company), a written request from the Initiating Holders of at least 30% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) not less than 30% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate gross offering price, net price of underwriting discounts and commissions, would exceed at least $7,000,000)10,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best reasonable efforts to effect as soon as practicable practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty fifteen (2015) days after of the mailing of such notice by the Company in accordance with Section 3.53.3. Subject to the limitations of this Section 1.2, the Company may also include shares of its capital stock in such registration. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting; provided, further, that notwithstanding the foregoing, if the University of Washington (the “University”) requests pursuant to the Restricted Stock Purchase Agreement dated October 20, 2000 between the University and the Company to include in a registration pursuant to this Section 1.2 shares of the Company’s Class A Common Stock held by the University (the “UW Shares”), the number of securities to be registered in such registration shall be allocated to each Holder and the University in proportion (as nearly as practicable) to the amount of the Company’s securities held by each Holder exercising its rights hereunder and the University (so long as, in a registration subsequent to the Company’s initial public offering, the number of UW Shares is not reduced below twenty percent (20%) of the number of securities to be registered in such registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementwould interfere with a material financing, corporate reorganization, acquisition, merger, consolidation or other material fact or event, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all using reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company’s applicable Registrable Securities are eligible for listing on, and approved for listing by, any Eligible Market, and if the Company shall receive at any time after the earlier of (i) November 30June 1, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), 2010 a written request from the Initiating Required Holders that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated Registration Statement registering shares with an aggregate public offering priceprice that would, net of underwriting discounts and commissions, would exceed $7,000,000)10,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders Investors and shall, subject to the limitations of subsection 1.2(b2(b), use its best commercially reasonable efforts to effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Securities Act on Form S-1 (or any comparable successor form) of all Registrable Securities which the Holders Investors request to be registered registered, as specified by notice given by such Investors to the Company within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.511. (b) If the Investors initiating the registration request hereunder (“Initiating Holders Investors”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 2(b) and the Company shall include such information in the written notice referred to in subsection 1.2(aSection 2(a). The underwriter will be selected by the Company and shall be acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyInvestors. In such event, the right of any Holder Investor to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's Investor’s participation in such underwriting and the inclusion of such Holder's Investor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Investors and such HolderInvestor) to the extent provided herein. All Holders Investors proposing to distribute their securities through such underwriting shall (shall, together with the Company as provided in subsection 1.4(e)) Company, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22(b), if the underwriter advises the Initiating Holders Investors in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Investors shall so advise all Holders of Investors holding Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders holders thereof, including the Initiating HoldersInvestors, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holderholder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If any Investor would thus be entitled to include more securities than such Investor requested to be registered, the excess shall be allocated among the other remaining requesting Investors in the manner described in the immediately preceding sentence. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders Investors requesting a registration statement Registration Statement pursuant to this Section 1.22, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement Registration Statement to be filed owing to a material pending transaction or development and it is therefore essential to defer the filing of such registration statementRegistration Statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating HoldersInvestors; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12)- month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22: (i) During in any particular jurisdiction in which the period starting with Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) after the Company has effected two such (2) registrations on behalf of the Investors pursuant to this Section 2. For purposes of this paragraph, a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the SEC, unless the Initiating Investors withdraw their request for such registration other than as a result of material adverse information concerning the business or financial condition of the Company which was not known to the Initiating Investors prior to the date thirty on which such registration was requested and elect not to pay the registration expenses therefor; (30iii) days during the ninety (90) day period prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company initiated registration subject to Section 1.3 3 hereof, ; provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause such registration statement to become effectiveeffective and that the Company’s estimate of the date of filing such registration statement is made in good faith; or (iiiv) If if the Initiating Holders Investors propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 4 below.

Request for Registration. (a) If the Company shall receive at any time on or after the earlier of (i) November 30, 2001 180 days following a Qualified IPO or (ii) six July 10, 2007 a written request from the Holders of at least (6x) months after the effective date 30% of the first Series A Conversion Stock then outstanding or (y) 30% of the Series B Conversion Stock, Series C Conversion Stock, Series D Conversion Stock or Series E Conversion Stock then outstanding that the Company file a registration statement for a public offering of securities of under the Company Securities Act with respect to any Registrable Securities (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated having an aggregate offering price, net price of underwriting discounts and commissions, would exceed not less than $7,000,000)10,000,000, then the Company shall, : (i) within ten (10) 15 days after of the receipt thereof, give written notice of such request to all Holders; and (ii) use commercially reasonable efforts to effect as soon as practicable, and in any event within 45 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b2.2(b), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder (the "Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 2.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his, her or its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed to by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; , provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities of the Company, and other holders requesting registration are first entirely excluded from the underwritingunderwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, 2.2 a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential in the best interests of the Company to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 60 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve12-month period and provided, further that the Company shall not register any other of its shares during such 60 day period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22.2: (i) During after the Company has effected four registrations (a maximum of two at the request of the Holders of Series A Conversion Stock and a maximum of two at the request of the Holders of Series B Conversion Stock, Series C Conversion Stock, the Series D Conversion Stock and Series E Conversion Stock) pursuant to this Section 2.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date thirty (30) 60 days prior to the CompanyBoard's good faith estimate of the filing date of the registration statement relating to the Qualified IPO (provided that notice of such estimated filing of, date is given to the Initiating Holders within 30 days of their request for registration) and ending on a the date one hundred eighty (180) 180 days after the effective date of, a of such registration subject to Section 1.3 hereof, statement; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 2.4 below. (e) The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Section 2.2 (excluding underwriters' or brokers' discounts and commissions) including, without limitation, all filing, federal and "blue sky" registration and qualification fees, printers' and accounting fees, the fees and expenses of counsel for the Company, and the reasonable fees and disbursements of counsel for the selling Holder or Holders; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2.2 if the registration request is subsequently withdrawn at the request of the Holders of at least 50% of the Registrable Securities to be registered unless the registration is withdrawn because Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, in which case the Company will be required to pay such expenses.

Request for Registration. (a) If So long as there are at least 100,000 shares of Registrable Securities outstanding, if the Company shall receive receive, at any time after the earlier of (i) November 30, 2001 or (ii) six (6) twelve months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)IPO, a written request from the Initiating Holders of at least 40% of the Registrable Securities 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 then outstanding (or a lesser percent percentage if the anticipated aggregate offering price, net before deduction of any underwriting discounts and commissions, would exceed $7,000,0005,000,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all other Holders of Registrable Securities and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered under this Section 1.2(a) within twenty (20) 30 days after of the mailing of such notice by the Company in accordance with Section 3.53.2. (b) If the Holders of Registrable Securities initiating the registration request pursuant to subsection 1.2(a) ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will or underwriters shall be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any such Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) If the Company shall receive, at any time after twelve months after the effective date of the registration statement relating to the IPO, a written request or requests from any Holder or Holders that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall, within ten days of the receipt thereof, give written notice of such request to all other Holders of Registrable Securities and shall use its best efforts to effect as soon as practicable such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this subsection 1.2(c): (i) if Form S-3 is not available for such offering by the Holders or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters' discounts or commissions) of less than $3,000,000. (d) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2subsection 1.2(a) and one registration pursuant to subsection 1.2(c). (de) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating HoldersHolders (or, if the Company is engaged or has fixed plans to engage in a registered public offering as to which the Holders may include Registrable Securities pursuant to Section 1.3, the Company may defer such filing for a period beginning 60 days prior to the initial filing with the Commission of the registration statement relating to such offering, and ending not more than 180 days (90 days in the case of a request pursuant to subsection 1.2(c)) after the effective date of such registration statement); provided, however, that the Company may not utilize this right more than once in any twelve12-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time 180 days after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), hereof a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)40,000,000, then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders; (ii) effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request, the regis tration under the Act of all Registrable Securities that the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.52.5; and (iii) effect such registration, at the election of the Holders, through either (A) an underwritten public offering or (B) a shelf registration pursuant to Rule 415 under the Act (a "Shelf Registration"). (b) If the Holders initiating the registration request hereun der ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter under writer will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.this

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30December 15, 2001 2004, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting underwriters' discounts and commissions, would exceed of not less than $7,000,000)10,000,000, then the Company shallshall use its best efforts to, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b)) below, use its best efforts to effect as soon as practicable practicable, subject to subsection 1.2(d) below, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.53.5 hereof. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)) above. The underwriter will be selected by a majority in interest of the Initiating Holders Company and shall be reasonably acceptable to the Companyholders of a majority of the Registrable Securities held by the Initiating Holders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) hereof) enter into an underwriting agreement in customary form with the underwriter or underwriters selected approved for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. Notwithstanding the foregoing, if as a result of either (i) the Company's request to reduce the number of Registrable Securities being registered in registration pursuant to this Section 1.2 or (ii) marketing factors which require a limitation of the number of shares to be underwritten in a registration pursuant to Section 1.2(b) above, Holders who elect to participate in a registration pursuant to this Section 1.2 are unable to register in such registration at least fifty percent (50%) of the Registrable Securities held by such Holder which would otherwise be entitled to participate in such registration, such registration shall not count towards the satisfaction of the Company's obligation to effect at least two registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Company's Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month twelve (12)-month period. (e) . In additionthe event the Company defers taking action with respect to the filing of a registration statement pursuant to the preceding sentence for a period of more than 60 days after receipt of the request of the Initiating Holders, the Company Holders of Registrable Securities, upon the request of the Holders of a majority of the Registrable Securities to be registered in such deferred registration, may withdraw such registration request, and such withdrawn registration request shall not be obligated count towards the satisfaction of the Company's obligation to effect, or to take any action to effect, any registration effect at least two registrations pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after following the effective date closing of the first registration statement for a firm commitment underwritten public offering of securities of the Company's Common Stock pursuant to an effective registration statement under the Securities Act (an "IPO"), the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), shall receive a written request from the Initiating 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 at least twenty percent (20%) 30% of the Registrable Securities then outstanding (or a lesser percent if outstanding, the anticipated aggregate offering price, net of underwriting discounts and commissions, of which would equal or exceed $7,000,000)5,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), shall use its best commercially reasonable efforts to effect as soon as practicable practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.53.3. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered ------------------ by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company then owned by each Holder; provided, -------- however, that the number of shares of Registrable Securities to be included in ------- such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not -------- ------- utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; provided however, that if after eighteen (18) months -------- ------- following the closing of the Company's IPO, Form S-3 is not available for offerings by the Holders pursuant to a request made pursuant to Section 1.4 below, the Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 1.2; (ii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty ninety (18090) days after the effective date ofof any registration pertaining to securities of the Company, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30December 19, 2001 2002, or (ii) six three (63) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (or covering the registration of a lesser percent of such Registrable Securities if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,0007,500,000), then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders; and (ii) effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Act of all Registrable Securities that the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty ninety (3090) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty ninety (18090) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at At any time after the earlier of (i) November 30, 2001 or (ii) date which is at least six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a transaction effected under SEC Rule 145 transaction145), each Stockholder on two occasions may deliver to the Company a written request from the Initiating Holders that the Company file a registration statement under the 1933 Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed not less than $7,000,000)20,000,000, then in which case the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to Holders; and (ii) effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the 1933 Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.3(b), within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5Company. (b) If the Stockholder(s) initiating the registration request hereunder (the “Initiating Holders Stockholders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.3(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a1.3(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyStockholders. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Stockholders [holding a majority in interest of the Initiating Holders Registrable Shares requested to be included in such registration] and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.21.3, if the underwriter advises the Initiating Holders Stockholders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Stockholders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating HoldersStockholders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders the Initiating Stockholders requesting a registration statement pursuant to this Section 1.21.3, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it therefore is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating HoldersStockholders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.21.3: (i) After the Company has effected a total of six registrations pursuant to this Section 1.3 (no more than two of which registrations may be initiated by any one Stockholder) and such registrations have been declared or ordered effective; or (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 1.2 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30January 1, 2001 2002 or (ii) six (6) months one year after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least 30% of the Registrable Securities then outstanding (or at least 25% of the Registrable Securities then outstanding if such request is made following any Closing of the offering referred to in subsection (ii) of this Section 2.2(a)) that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) % of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,00015,000,000), then the Company shall, within ten (10) 10 days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b2.2(b), use its best efforts to effect file as soon as practicable practicable, and in any event within 60 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days after of the mailing of such notice by the Company in accordance with Section 3.55.5. (b) If the Holders initiating the registration request hereunder (the "Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 2.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and consented to by a majority in interest of the Initiating HoldersHolders proposing to distribute securities through such underwriting (which consent shall not be unreasonably withheld). Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included Holder including securities in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.22.2; provided, however, that the Company shall not be obligated to effect a registration pursuant to this Section 2.2 if within the 12 months immediately preceding a request hereunder the Company has effected a demand registration under this Section 2.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.2 a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in the aggregate and not more than once in any twelve12-month period. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30, 2001 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company and after the Company qualifies for registering securities on a Form S-3 (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of at least (i) sixty-seven percent (67%) of the Registrable Securities then outstanding or (ii) a majority in interest of the Class B Preferred Stock, that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000), held by such Holders then the Company shall, : (i) within ten (10) days after of the receipt thereof, give written notice of such request to all Holders Holders; and (ii) file such registration within 30 days of the mailing of such notice by the Company in accordance hereof and shall, subject cause such registration to the limitations of subsection 1.2(b), use its best efforts to effect be effective as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after registered, subject to the mailing limitations of such notice by the Company in accordance with Section 3.5subsection 1.2(b). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities issued or issuable upon conversion of the Class A Preferred Stock and the Class B Preferred Stock of the Company to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated may include in a registration requested under Section 1.2(a) any additional authorized shares of the Common Stock of the Company, whether or not issued, for sale by the Company; provided, however, that such shares shall not be included to effect only two (2) the extent that the Holders of a majority of the shares of Registrable Securities held by the Investors included therein determine in good faith that the inclusion of such registrations shares will interfere with the successful marketing of the shares of Registrable Securities to be included therein; and provided, further, that if the number of shares to be so included equals or exceeds the number of shares of Registrable Securities included therein by the holders of Registrable Securities, such registration shall be deemed to be a registration pursuant to this Section 1.21.3 hereof. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.21.2 or Section 1.12, a certificate of the Company signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for filing of such registration statement would (A) interfere with or affect the negotiation or completion of any material transaction that is being contemplated by the Company or (B) involve initial or continuing disclosure obligations materially adverse to be filed the best interests of the Company's shareholders, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and the time periods referred to in this Section 1.2 or Section 1.12 shall be extended for an additional number of business days during which the rights to sell shares were suspended. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that After the Company is actively employing in good faith all reasonable efforts has effected two registrations pursuant to cause this Section 1.2 and such registration statement to become registrations have been declared or ordered effective; or (ii) If During the Initiating Holders propose period ending on a date six (6) months after the effective date of a registration subject to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 belowSections 1.2 or 1.3 hereof.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30June 3, 2001 2005, or (ii) six twelve (612) months after the effective date of the first registration statement for a public offering of securities of the Company Qualified IPO (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the a registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if whereby the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)10,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.53.3. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered -------------------- by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, -------- ------- that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, in light of current developments concerning the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, -------- however, that the Company may not utilize this right more than once in any ------- twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) November 30June 10, 2001 2010, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty forty percent (2040%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000)outstanding, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable practicable, and in any event within 60 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.53.4. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofsuch Holders, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (ed) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected one (1) registration pursuant to this Section 1.2 and such registration has been declared or ordered effective; (ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 1.4 below.